Allocation Between Assignor and Assignee Sample Clauses

Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits, and deductions of the Company for any Fiscal Year of the Company during which a Membership Interest is assigned by a Member (or by an assignee or successor in interest to a Member), that is allocable with respect to such Membership Interest will be apportioned between the assignor and the assignee of the Membership Interest on whatever reasonable, consistently applied basis selected by the Manager and permitted by the applicable Treasury Regulations under Section 706 of the Code.
Sample 1Sample 2See All (9)
AutoNDA by SimpleDocs
Allocation Between Assignor and Assignee. The initial Capital Account Balance for a transferee of Units pursuant to this Agreement shall be that of the transferor on the date the transfer is effective hereunder. The portion of the income, gain, losses, credits and deductions of the Partnership for any Partnership Fiscal Year during which a Partner transfers its interest in the Partnership pursuant to this Agreement is allocable to the transferor and the transferee on the basis of the number of days during the relevant fiscal year that each is the owner thereof, using a reasonable daily proration method.
Sample 1Sample 2Sample 3See All (4)
Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits, and deductions of the Company for any Fiscal Year during which a membership interest in the Company is assigned by a Member (or by an assignee or successor in interest to a Member), that is allocable with respect to such interest shall be apportioned between the assignor and the assignee of the interest on whatever reasonable, consistently applied basis is selected by 91 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 406 PROMULGATED THEREUNDER. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. the Tax Matters Member and permitted by the applicable Treasury Regulations under Code Section 706.
Sample 1Sample 2
Allocation Between Assignor and Assignee. In the case of the Assignment by a Member or an assignee of Financial Rights of part or all of his, her, or its Membership Interest or Financial Rights during any fiscal year, the taxable income or loss allocable to such Membership Interest or Financial Rights in respect to such fiscal year shall be allocated between the assignor and the assignee in proportion to the number of months during such fiscal year that each was the holder of such Membership Interest or Financial Rights, determined by reference to the date the Assignment thereof became effective pursuant to Section 5.09 hereof.
Sample 1Sample 2
Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits and deductions of the Partnership for any fiscal year of the Partnership during which a Partner transfers its interest in the Partnership pursuant to this Agreement is allocable to the transferor and the transferee on the basis of the number of days during the relevant fiscal year that each is the owner thereof, using a reasonable daily pro ration method.
Sample 1
Allocation Between Assignor and Assignee. In the case of the assignment of Membership Interests during any fiscal year, (i) the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Membership Interest transferred, and (ii) Net Income or Net Losses allocable to such transferred Membership Interest with respect to such fiscal year shall be allocated between the assignor and the assignee in proportion to the number of days during such fiscal year that each was the owner of such Membership Interest; provided, however, that the Board, in its sole discretion, may close the Company's books on an interim basis for purposes of allocating Net Income and Net Losses between the assignor and assignee.
Sample 1
Allocation Between Assignor and Assignee. The portion of the income, gain, losses, credits, and deductions of the Company for any Fiscal Year during which a Percentage Interest is assigned by a Member (or by an assignee or successor in interest to a Member), that is allocable with respect to such Percentage Interest will be apportioned between the assignor and the assignee of the Percentage Interest on whatever reasonable, consistently applied basis is selected by the Tax Matters Member and permitted by the applicable Treasury Regulations under Section 706 of the Code.
Sample 1
AutoNDA by SimpleDocs
Allocation Between Assignor and Assignee. For any Fiscal Year during which a Percentage Interest is assigned by a Member (or by an assignee or successor in interest to a Member), the portion of the income, gain, losses, credits, and deductions of the Company that is allocable with respect to such Percentage Interest shall be apportioned between the assignor and the assignee of the Percentage Interest on the basis of an interim closing of the books, unless the Members agree to some other reasonable, consistently applied basis permitted by the applicable Treasury Regulations under Section 706 of the Code; provided, however, that any adjustments to the Gross Asset Value of a Company asset treated as gain or loss under clause (iii) of the definition of “Net Income” and “Net Losses” shall be allocated only to those persons who were Members immediately before the event giving rise to such adjustment.
Sample 1

Related to Allocation Between Assignor and Assignee

  • Enurement and Assignment This Agreement shall enure to the benefit of the parties hereto and their respective successors and permitted assigns and shall be binding upon the parties hereto and their respective successors. This Agreement may not be assigned by any party hereto without the prior written consent of each of the other parties hereto.

  • Binding Effect; Persons Benefiting; No Assignment This Agreement shall inure to the benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties and such Persons. Nothing in this Agreement is intended or shall be construed to confer upon any entity or Person other than the parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of the parties hereto, this Agreement may not be assigned by any of the parties hereto.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Binding on Successors, Transferees and Assigns; Assignment This Security Agreement shall remain in full force and effect until the Termination Date has occurred, shall be binding upon the Grantors and their successors, transferees and assigns and shall inure to the benefit of and be enforceable by each Secured Party and its successors, transferees and assigns; provided that no Grantor may (unless otherwise permitted under the terms of the Credit Agreement or this Security Agreement) assign any of its obligations hereunder without the prior written consent of all Lenders.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Binding Effect and Assignment This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other.

  • Successors and Assigns; Assignment of Servicing Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Servicer, the Seller, the NIMS Insurer and the Master Servicer and their respective successors and assigns. This Agreement shall not be assigned, pledged or hypothecated by the Servicer to a third party except in accordance with Section 7.03 and shall not be assigned, pledged or hypothecated by the Seller without the prior written consent of the NIMS Insurer except as to the extent provided in Section 9.12.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Parties Bound; Assignment; Joint and Several This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written consent of Lender, assign any of its rights, powers, duties or obligations hereunder. If Guarantor consists of more than one person or party, the obligations and liabilities of each such person or party shall be joint and several.

Time is Money Join Law Insider Premium to draft better contracts faster.