Allocation and Payment Sample Clauses
Allocation and Payment. Seller shall be responsible for all expenses allocable to the period ending on the day prior to the Closing Date, and Purchaser shall be responsible for all expenses (including prepaid expenses) from and after 12:01 A.M. on the Closing Date. Seller, Purchaser and the Escrow Agent shall cooperate to produce two (2) business days prior to the Closing Date a schedule of prorations to be made as of the Closing Date as complete and accurate as reasonably possible (the “Closing Statement”).
Allocation and Payment. Except as expressly provided herein, payment of Taxes to Taxing Authorities and payments between the Parties in respect of Taxes or related matters, as the case may be, shall be made in accordance with the allocations provided in this Agreement.
Allocation and Payment. At the Closing, the Purchaser shall pay to the Escrow Agent the Closing Payment in accordance with the terms of the Trust Agreement. At the Closing, the Closing Payment shall be released to the Sellers in accordance with the terms of the Trust Agreement.
Allocation and Payment. Canada’s total gas tax contribution with respect to the final contribution agreement will be as follows: 2005-2006 $76.3 million 2006-2007 $76.3 million 2007-2008 $101.7 million 2008-2009 $127.1 million 2009-2010 $254.2 million A detailed payment schedule will be included in the final contribution agreement.
Allocation and Payment. (i) Within five Business Days after the Company Advisor’s receipt of its incentive fees from the Company for the applicable period, the Advisor will allocate the amount of each Incentive Fee Pool among the Eligible Sub-Advisors for such Incentive Fee Pool in proportion to their respective shares of such Incentive Pool. The Advisor shall furnish to the respective Sub-Advisor a reasonably detailed computation of such amount payable to the Sub-Advisor.
(ii) In the event that the aggregate amount funded into any Incentive Fee Pool for any period exceeds 100% of the aggregate amount of the shares of all Eligible Sub-Advisors for such Incentive Fee Pool for such period, the amount of such excess shall accumulate and increase the aggregate funded amount of such Incentive Pool in subsequent periods (until paid).
(iii) In the event that the aggregate amount funded into any Incentive Fee Pool for any period is less than 100% of the aggregate amount of the shares of all Eligible Sub-Advisors for such Incentive Fee Pool for such period, the aggregate funded amount of such Incentive Fee Pool shall be paid out to the Eligible Sub-Advisors in proportion to their respective shares thereby. To the extent that any Eligible Sub-Advisors does not receive its full share of an Incentive Fee Pool for any period because there is an insufficient funded amount in such Incentive Fee Pool, the amount by which such share exceeds the amount paid will be carried forward to future periods and shall be paid to such Eligible Sub-Advisor prior to any future payments to other Eligible Sub-Advisors out of the respective Incentive Fee Pool (thereby reducing the aggregate funded amount available for distribution in future periods until paid).
(iv) Notwithstanding any other provision of this Annex C, the applicable Incentive Fee Pool shall be the sole source of funds for the Eligible Sub-Advisors’ incentive fees under the Sub-Advisory Agreements and none of the Advisor, the Company or the Client shall be liable to any Eligible Sub-Advisor in the event such Eligible Sub-Advisor does not receive its full share of any Incentive Fee Pool as provided herein.
(v) Upon the termination of the Advisory Agreement, any funds remaining in each Incentive Fee Pool shall be allocated among the Eligible Sub-Advisors relative to the amounts in which the shared in such Incentive Fee Pool on a cumulative basis.
(vi) All amounts payable to Eligible Sub-Advisors pursuant to this Section 3(g) shall be paid to the Eli...
Allocation and Payment. 5 ARTICLE III Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Allocation and Payment. Within five Business Days after a Bonus Statement is delivered to Seller, Seller shall deliver to the Purchaser a statement (each, a “Bonus Allocation Statement”) showing (x) the names of the Principals to whom the Aggregate Bonus Amount for such Bonus Period is proposed to be allocated and (y) the proposed allocation to each of such Principals. On the next regularly scheduled payroll date of the Purchaser that is at least five Business Days following the delivery by Seller of such Bonus Allocation Statement to the Purchaser, the Purchaser shall pay to each of such Principals, in cash to the bank account or accounts designated by such Principal, the amount allocated to such Principal, net of such amounts as may be required to be deducted and withheld.
Allocation and Payment. The Total Purchase Price shall be allocated to each Stockholder based on such Stockholder’s Pro Rata Portion. At the Closing, the Purchaser shall pay to each Stockholder, such Stockholder’s Pro Rata Portion of the Estimated Purchase Price less such Stockholder’s Pro Rata Portion of the Escrow Amount (as to each Stockholder, the “Closing Payment”).
Allocation and Payment. (a) Set forth on Schedule 1.05(a) is a preliminary allocation of the Base Purchase Price among the Companies. The Closing Payment shall be allocated among the Companies and paid in accordance with such Company’s applicable percentage as set forth on Schedule 1.05(a) (the “Applicable Percentage”). Any adjustments to the Purchase Price and disbursements under the Escrow Agreement paid to the Seller Representative shall be allocated among the Companies as determined by the Seller Representative. All payments made to the Seller Representative hereunder shall be for the benefit of the applicable Company to whom such payments are allocated in accordance with the terms of this Agreement and shall be paid by the Seller Representative promptly (but in any event within two (2) Business Days) after receipt of such payment by the Seller Representative to the applicable Company. All payments made to the Seller Representative shall be deemed made to the Companies as between Buyer, on the one hand, and the Companies, the Seller Representative and the Shareholders, on the other hand, and Buyer shall have no responsibility or liability as a result of the failure of the Seller Representative to pay any such amount to any Company or Shareholder or the allocation of such payments among such Persons.
(b) Within ninety (90) days after the Closing Date, Buyer shall deliver to the Seller Representative a schedule allocating the Purchase Price and any other amounts treated as consideration for applicable Tax purposes among the assets of each Company in accordance with section 1060 of the Code and the regulations thereunder (the “Allocation Schedule”). Buyer shall consider in good faith such reasonable comments to the Allocation Schedule as are provided in writing by the Seller Representative to Buyer within ten (10) days after receipt of the Allocation Schedule. The Allocation Schedule shall be final and binding on the parties. The parties agree not to take any position inconsistent with the Allocation Schedule for Tax reporting purposes. Any adjustment to the Purchase Price shall be allocated as provided by Treasury Regulations section 1.1060-1(c).
Allocation and Payment. The prize money as described above will be payable to the competitor on receipt of an invoice from a registered company with VAT number for European companies, a minimum of sixty days after the Event.