Advance Pricing Agreement Sample Clauses

Advance Pricing Agreement. (a) ADP Amalco shall transfer to a CDK Global (Canada) Co. (“New CanCo 2”), and New CanCo 2 shall assume the liability for, a portion of the amount, if any, finally determined to be payable by ADP Amalco to ADP or its Affiliates under the APA (as defined below), if so determined in the sole discretion of ADP prior to the Separation. ADP Amalco shall transfer to New CanCo2, and New CanCo 2 shall acquire the right to a portion of, the receivable, if any, finally determined to be owing to ADP Amalco by ADP or its Affiliates under the APA, if so determined in the sole discretion of ADP prior to the Separation. (b) If it is finally determined that an amount is owing by ADP Amalco under the APA (an “APA Liability”) and New CanCo 2 has assumed a portion of such APA Liability as described in paragraph (a) above, then ADP and/or the United States Subsidiaries of ADP, as applicable, shall be deemed to have contributed to Dealer and/or the United States Subsidiaries of Dealer, prior to the Separation, receivables owing under the APA such that the total amount of receivables owing to Dealer and/or the United States Subsidiaries of Dealer, as applicable, under the APA equals the amount of the APA Liability assumed by New CanCo 2, which New CanCo 2 will then pay directly to Dealer and/or the United States Subsidiaries of Dealer, as applicable. (c) If it is finally determined that an APA Liability is owing by ADP Amalco to a United States Subsidiary of Dealer (to the extent in excess of the portion of any such APA Liability that has been assumed by New CanCo 2 pursuant to paragraph (b) above), then such United States Subsidiary of Dealer shall be deemed to have distributed to ADP, prior to the Separation, the corresponding receivable owing to it by ADP Amalco under the APA. (d) If it is finally determined under the APA that an amount is owing to ADP Amalco (an “APA Receivable”) and New CanCo 2 has assumed a portion of such APA Receivable as described in paragraph (a) above, then Dealer and/or the United States Subsidiaries of Dealer, as applicable, shall be deemed to have assumed a liability from ADP and/or the United States Subsidiaries of ADP, as applicable, prior to the Separation, such that the total amount owing by Dealer and/or the United States Subsidiaries of Dealer, as applicable, under the APA equals the amount of the APA Receivable acquired by New CanCo 2, which Dealer and/or the United States Subsidiaries of Dealer, as applicable, will pay directly to New Can...
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Advance Pricing Agreement. (i) ADP Canada shall transfer to a Canadian Affiliate of Broadridge (“New CanCo 2”), and New CanCo 2 shall assume the liability for, a portion (subject to adjustment) of the payables owing under the APA (defined below) such that the amount of the payables owing under the APA by New CanCo 2 and ICC (defined below) is $70 million, and a U.S. Affiliate of Broadridge shall retain, or acquire from a U.S. Affiliate of ADP, $70 million of the receivables owed under the APA. (ii) If it is finally determined under the APA that the aggregate amount of receivables owing under the APA is greater than $120 million (such difference the “APA excess”), then one or more U.S. Affiliates of ADP shall be deemed to have contributed to one or more U.S. Affiliates of Broadridge, prior to the Separation, receivables owing under the APA such that the total amount of the receivables owing to U.S. Affiliates of Broadridge under the APA equals: the amount of the APA liability assumed by New CanCo 2 (as adjusted), plus the amount of the liability under the APA payable by ICC, less the amount of any payment owing to New CanCo 2 by ADP Canada in respect of the Canadian income tax consequences of the payment of the APA excess (which payment New CanCo 2 has directed ADP Canada to make to ADP). (iii) If it is finally determined under the APA that the aggregate amount of receivables owing under the APA is less than $120 million (such difference the “APA deficit”), then one or more U.S. Affiliates of Broadridge shall be deemed to have distributed to one or more U.S. Affiliates of ADP, prior to the Separation, receivables owing under the APA such that the total amount of the receivables owing to U.S. Affiliates of Broadridge under the APA equals: the amount of the liability under the APA assumed by New CanCo 2 (as adjusted), plus the amount of the liability under the APA payable by ICC, plus the amount of any payment owing to ADP Canada by New CanCo 2 in respect of the Canadian income tax consequences of the APA deficit (which payment ADP Canada has directed Newco to make to Broadridge). (iv) For the avoidance of doubt, and notwithstanding anything herein to the contrary, any tax owing as a result of the APA shall be treated as an Income Tax (as such term is defined in the Tax Allocation Agreement) that is governed by Section 2.01 of the Tax Allocation Agreement.
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Advance Pricing Agreement. The Government of Liberia and a producer may enter into an advance pricing agreement (as defined in Section 700) to establish the method by which prices will be determined in a related-party transaction.
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Advance Pricing Agreement. Notwithstanding any other provision of this Agreement, Plaintiff and Defendants agree that they (i) shall take no steps to frustrate, impede, or otherwise impair any Advance Pricing Agreement relating to Plaintiff or Defendants existing as of the Settlement Effective Date and (ii) will timely file any reports as required by or necessary to support any Advance Pricing Agreement relating to Plaintiff or Defendants existing as of the Settlement Effective Date, and (iii) will otherwise provide reasonable assistance to each other to comply with any Advance Pricing Agreement relating to Plaintiff or Defendants existing as of the Settlement Effective Date.
Sample 1
Advance Pricing Agreement. (a) The Buyer understands and agrees that Parent and certain of its Affiliates are engaged in ongoing negotiations with U.S. and Canadian taxing authorities with respect to a bilateral advance pricing agreement (the “APA”) relating to intercompany transactions, including the use of software and other technology, provision of processing services, and general and administrative services, by and between (i) Parent, CSG and certain of their U.S. Affiliates (the “U.S. APA Parties”) and (ii) ADP Canada Co. and certain of its Canadian Affiliates (the “Canadian APA Parties”). Parent represents, and the Buyer acknowledges, that estimated royalty payments have been and will continue to be made by the Canadian APA Parties to the U.S. APA Parties until such time as the APA is resolved by the appropriate U.S. and Canadian taxing authorities. The parties hereto acknowledge that such resolution is expected to occur subsequent to the Closing Date. The Buyer covenants that, if necessary to resolve the APA, it will execute the APA or cause the APA to be executed by or on behalf of any Transferred Companies that are U.S. APA Parties. (b) If at the time of the final resolution of the APA, and assuming such resolution occurs subsequent to the Closing Date, it is determined by the relevant taxing authorities that the payments (including estimated payments) previously made by the Canadian APA Parties to the U.S. APA Parties with respect to periods or portions thereof ending on or prior to the Closing are less than the amounts owed by the Canadian APA Parties to the U.S. APA Parties for such periods, and such taxing authorities require that additional payments be made, the Canadian APA Parties shall remit such payments to Parent or its Affiliates (other than any Transferred Company), and neither the Buyer nor its Affiliates shall have any right to receive any such payments. (c) If at the time of the final resolution of the APA, and assuming such resolution occurs subsequent to the Closing Date, it is determined by the relevant taxing authorities that the payments (including estimated payments) previously made by the Canadian APA Parties to the U.S. APA Parties with respect to periods or portions thereof ending on or prior to the Closing are in excess of the amounts owed by the Canadian APA Parties to the U.S. APA Parties for such periods, and such taxing authorities require that payment be made in respect of any such excess, Parent will make or cause to be made such payments to t...
Sample 1
Advance Pricing Agreement. As provided for in Sections 702(a) and 702(c) of Schedule 6 attached hereto the parties shall enter into an Advance Pricing Agreement no later than one-hundred twenty days after the Effective Date establishing the deemed value of Iron Ore shipped or sold FOB Monrovia for income tax and royalty purposes (the “Reference Price”). The Reference Price shall be equal to the CVRD annual contract price FOB Brazil for shipments to China of the Product adjusted for the quantity, transportation and quality of the same Product produced by the Concessionaire. The Advanced Pricing Agreement shall set out in detail how such adjustments shall be calculated. The Parties hereto agree that if either Party believes the Reference Price established by the Advance Pricing Agreement is no longer representative of arms-length prices for export sales, they will agree upon a new index and methodology for determining the deemed value of the Product(s) which shall be reflected in a revised Advance Pricing Agreement. Failing agreement between the parties, the Reference Price, which shall be an arms-length price for export sales, shall be determined by a single arbitrator as provided by Section 26.4, such arbitrator to be a recognized expert in the pricing of Iron Ore. The Advance Pricing Agreement and any revisions thereof shall be made public as provided in Section 702(c) of Schedule 6.
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Related to Advance Pricing Agreement

  • CONTRACT EXHIBIT I PREFERRED PRICING AFFIDAVIT This preferred-pricing affidavit is entered into in accordance with section 216.0113, F.S., and as required by Contract No. 80101507-21-STC-ITSA (“Contract”) between (“Contractor”) and the Department of Management Services. As the person authorized by Contractor to sign this affidavit, I attest that the Contractor is in full compliance with the preferred-pricing clause of the Contract. Contractor’s Name: By: Signature Printed Name/Title Date: STATE OF COUNTY OF Sworn to (or affirmed) and subscribed before me this day of , by Vendor Name: FEIN# Vendor’s Authorized Representative Name and Title: Address: City, State, and Zip code: Phone Number: ( ) - E-mail: CORPORATE SEAL (IF APPLICABLE) (Print, Type, or Stamp Commissioned Name of Notary Public) [Check One] Personally Known OR Produced the following I.D.

  • Amendments to the Purchase Agreement (a) Section 1.6 of the Purchase Agreement is hereby amended and restated in its entirety as follows:

  • Collection of Receivable Payments; Modifications of Receivables (a) Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable. (b) Subject to Section 4.06, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments on a Receivable in accordance with its customary servicing practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period prior to the Class C Stated Maturity Date or (ii) reduces the APR or unpaid principal balance with respect to any Receivable other than as required by applicable law, it will promptly purchase such Receivable in the manner provided in Section 4.07. (c) The Servicer may, but is not required to, make any advances of funds or guarantees regarding collections, cash flows or distributions. Payments on the Receivables, including payoffs made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the principal, interest or other items in accordance with the related documentation for such Receivables. (d) Subject to the provisions of Section 4.02(b), the Servicer and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables. (e) Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable and deposit the full Principal Balance of such Receivable into the Collection Account. The receivable created by such refinancing shall not be property of the Issuer. The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with respect to the Financed Vehicle. (f) Records documenting collection efforts shall be maintained during the period a Receivable is delinquent in accordance with the Credit and Collection Policy. Such records shall be maintained on at least a periodic basis that is not less frequent than as set forth in the Credit and Collection Policy, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment) in accordance with the Credit and Collection Policy.

  • Sale and Servicing Agreement As a condition to the sale hereunder, World Omni agrees to make the representations and warranties to WOAR in respect of the Receivables and the pool of Receivables set forth in Sections 3.01(a) and (b) of the Sale and Servicing Agreement, and in that connection agrees to execute the Sale and Servicing Agreement. World Omni agrees that WOAR may rely on such representations and warranties in accepting the Receivables.

  • Amendments to Servicing Agreement The Issuer covenants with the Indenture Trustee that it will not enter into any amendment or supplement to the Servicing Agreement without the prior written consent of the Indenture Trustee.

  • Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action. (b) Subject to the Master Servicer's duty to enforce any due-on-sale clause to the extent set forth in Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall either (i) both (A) constitute a "significant modification" effecting an exchange or reissuance of such Mortgage Loan under the REMIC Provisions and (B) cause any portion of any REMIC formed under the Series Supplement to fail to qualify as a REMIC under the Code or (subject to Section 10.01(f)), result in the imposition of any tax on "prohibited transactions" or (ii) constitute "contributions" after the start-up date under the REMIC Provisions. The Master Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be secured by a first mortgage lien pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, such release will not (based on the Master Servicer's or Subservicer's good faith determination) adversely affect the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed in writing by the Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian and deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property (or, with respect to a Cooperative Loan, the related Cooperative Apartment) without any right of reimbursement or other similar matters if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any portion of any REMIC formed under the Series Supplement would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on "prohibited transactions" or "contributions" after the startup day would be imposed on any such REMIC as a result thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the Master Servicer or such Subservicer as additional servicing compensation. (d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer, providing the following: (i) that the substance of the assignment is, and is intended to be, a refinancing of such Mortgage; (ii) that the Mortgage Loan following the proposed assignment will have a rate of interest at least 0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and (iii) that such assignment is at the request of the borrower under the related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan and the Master Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.

  • Price Adjustments for OGS Centralized Contracts Periodic price adjustments will occur no more than twice per year on a schedule to be established solely by OGS. Pricing offered shall be fixed for the first twelve (12) months of the Contract term. Such price increases will only apply to the OGS Centralized Contracts and shall not be applied retroactively to Authorized User Agreements or any Mini-bids already submitted to an Authorized User. Price decreases may be made at any time. Additionally, some price decreases shall be calculated in accordance with Appendix B, section 17, Pricing.

  • Amendments to Note Purchase Agreement Subject to the satisfaction of the conditions precedent set forth herein and in reliance on the representations, warranties and covenants of the Companies set forth herein and in the Note Purchase Agreement, each party hereto hereby agrees that the Note Purchase Agreement be and hereby is, amended as follows:

  • JOC Pricing of Itemized List of Means Non-Prepriced Items” based on the information herein. This Addendum is only to correct a misstatement on the original optional attachment entitled “PART 2 JOC Pricing of Itemized List of Means Non-Prepriced Items.” The attachment mistakenly provided for and discussed “Attribute 39.” Specifically, any erroneous reference to “Attribute 39” on the specified attachment should be considered immediately replaced with “the Attribute Question asking for Pricing for Markup of Non- Prepriced Items in RS Means Unit Price Book.” Please disregard any reference to Attribute 39 on this optional form and consider it to be referencing the Attribute Question asking for “Pricing for Markup of Non-Prepriced Items in RS Means Unit Price Book” instead.

  • Terms of the Purchase Agreement The terms of the Purchase Agreement, including, but not limited to, the representations, warranties, covenants, agreements and indemnities relating to the Assigned Contracts are incorporated herein by this reference. The parties hereto acknowledge and agree that the representations, warranties, covenants, agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein. In the event of any conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

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