ALLOCATION MECHANISM Sample Clauses

ALLOCATION MECHANISM. The pool shall be allocated to each District school on a per-capita basis.
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ALLOCATION MECHANISM. If a Licensed Product is Developed for indications other than the indications constituting a Jointly Funded Product/Indication (whether because Prothena has not Opted In to such other indication or has Opted Out of such other indication), then the Parties shall meet to establish, within [*] after Roche decides to Develop such Licensed Product for such other indication, a mechanism to allocate future Profit and Loss, including Development Costs (to the extent not specifically identifiable to a particular indication) and Royalty Net Sales for the relevant Licensed Products for the indications constituting the Jointly Funded Product/Indication and the other indications for which such Licensed Products are so Developed, to effect the economic intent of this Agreement.
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ALLOCATION MECHANISM. So long as no Default or Event of Default is then continuing, the Administrative Borrower may allocate all or a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowing Base of the Canadian Borrowers by providing Agent with five (5) Business Days’ prior written notice of such allocation, which notice shall specify (a) the Dollar Equivalent amount of such Borrowing Base allocation and (b) the effective date of such Borrowing Base allocation; provided that (i) the Administrative Borrower may not allocate any portion of the Canadian Borrowing Base to the U.S. Borrowers and (ii) the ability of the Administrative Borrower to allocate a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowers shall be subject to the limitations contained in Section 10.1.1(e). For so long as a portion of the U.S. Borrowing Base of the U.S. Borrowers is allocated to the Canadian Borrowing Base of the Canadian Borrowers pursuant to the preceding sentence, (a) if the amount of the U.S. Revolver Commitments is less than the amount of the U.S. Borrowing Base (prior to giving effect to such allocation), the U.S. Revolver Commitments shall be deemed to be reduced by the amount of such allocation (and the Allocated U.S. Availability Reserve shall not be in effect) (provided that such deemed reduction shall not apply to any fees payable pursuant to Section 3.2.1(d)) and (b) if the amount of the U.S. Borrowing Base (prior to giving effect to such allocation) is less than the amount of the U.S. Revolver Commitments, the Allocated U.S. Availability Reserve shall be in effect. By providing Agent with five (5) Business Days’ prior written notice, the Administrative Borrower may revoke any such allocation of all or a portion of the U.S. Borrowing Base of the U.S. Borrowers to the Canadian Borrowing Base of the Canadian Borrowers.
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Related to ALLOCATION MECHANISM

  • Collection Allocation Mechanism On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

  • Allocation Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

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