Allocation of Adjustments. All adjustments contemplated by this ------------------------- Article IV shall, to the extent practicable, be made by adjusting (either up or down) the cash portion amount of the Consideration and/or the number of Units issued to each Contributor by debiting or crediting (as the case may be) such Contributor's Consideration with a portion of the prorated items allocated to the Asset Entity in which the Contributor owns an interest. The amount of an Asset Entity's adjustments calculated pursuant to this Article IV allocated to each Contributor shall be that portion equal to that Contributor's pro rata equity interest in each Asset Entity.
Allocation of Adjustments. If an amount is charged to the Vendor Account under clause 7, it shall be treated as a negative adjustment to the Purchase Price and if an amount is charged to the Purchaser Account under clause 7, it shall be treated as a positive adjustment to the Purchase Price. Such amounts shall be paid by the relevant party in accordance with clause 7.3.
Allocation of Adjustments. The members of the Senior Manager’s Group as of the date hereof (other than any such members described in clauses (i) through (vii) of the definition of “Group” in Section 1.1 who or which are not Transferors) are set forth on Schedule I hereto, which may be updated from time to time to reflect additional transfers to a Permitted Transferee that is a member of the Senior Manager’s Group. Any adjustment to the Senior Manager’s Pecuniary Interest in AOG Units pursuant to this Agreement shall be allocated among the members of the Senior Manager’s Group in a manner directed by the Senior Manager or absent such instructions, pro rata among the members of his Group based upon their relative interests in Holdings.
Allocation of Adjustments. All adjustments to the Purchase Price under Sections 2.6(a), (b), (c), (d) or (e) above shall be allocated only against the Cash Portion of the Purchase Price payable at the Closing.
Allocation of Adjustments. Following the allocations made pursuant to the foregoing, the Committee shall determine the Adjustments for each Plan Year, and on such other dates as the Committee deems necessary or advisable, by adding together all income received, and realized and unrealized gains and losses, and deducting therefrom all taxes, charges or expenses (unless paid separately by a Company in a Company’s discretion, outside the confines of this Plan) and any realized and unrealized losses since the most recent allocation of Adjustments to Participants’ Individual Accounts. The Adjustments shall be allocated as of the allocation date specified herein to the Individual Accounts of Participants who maintain a credit balance in their Individual Accounts as of such date as provided in Section 4.1.
Allocation of Adjustments. The members of each Principal Group are set forth on Schedule IV hereto, which may be updated from time to time to reflect additional transfers to a Permitted Transferee that is a member of a Principal Group. Any adjustment to a Principal Group’s Pecuniary Interest in AOG Units or Heritage Points pursuant to this Agreement shall be allocated among the members of such Group in a manner directed by the Principal of such Group or absent such instructions, pro rata among the members of such Group based upon their relative interests in Holdings.
Allocation of Adjustments. All adjustments contemplated by this Article IV shall survive the Final Closing and shall, to the extent practicable, be made by adjusting (either up or down) the number of Units issued to the Seller as part of the Consideration.
Allocation of Adjustments. The Cash Revenue Run Rate Adjustment shall be allocated among the ADV Cash Consideration, the BD Cash Consideration and the Other Cash Consideration in proportion to their values determined by the Appraisal, and the Units Revenue Run Rate Adjustment shall be allocated among the ADV Units Consideration, the BD Units Consideration and the Other Units Consideration in proportion to their values determined by the Appraisal.
Allocation of Adjustments. 16 ARTICLE V.
Allocation of Adjustments. Any adjustments to Tax (including any related interest and penalties) resulting from a Tax Proceeding or the filing of an amended Tax Return shall be allocated in a manner consistent with Section 3. For the avoidance of doubt, any adjustment to Separation Taxes (including any related interest and penalties) shall be allocated one hundred percent (100%) to Madewell.
