Allocation of Certain Items Sample Clauses

Allocation of Certain Items. With respect to certain expenses incurred with respect to the Transferred Assets in the operation of the Business, the following allocations shall be made between the Buyer on the one hand and the Sellers on the other:
AutoNDA by SimpleDocs
Allocation of Certain Items. With respect to certain expenses incurred with respect to (i) the CCR Transferred Assets in the operation of the CCR Business and (ii) the CCBCC Transferred Assets in the operation of the CCBCC Business, the following allocations shall be made between the CCBCC Parties on the one hand and the CCR Parties on the other:
Allocation of Certain Items. With respect to certain expenses incurred in the operation of the Business, the following allocations shall be made between the Seller and the Buyer: KCP-4567096-16
Allocation of Certain Items. With respect to certain expenses incurred with respect to the Assets in the operation of the Business, the following allocations will be made between the Purchaser and the Company:
Allocation of Certain Items. With respect to certain expenses incurred with respect to the Purchased Assets in the operation of the Business, the following allocations shall be made between Purchaser and Sellers: (a) Taxes. For all taxable periods that begin on or prior to the Effective Time, real, personal and ad valorem property Taxes and any similar Taxes imposed on a periodic basis (“Periodic Taxes”), with respect to the Purchased Assets or the Business, shall be apportioned between Sellers and Purchaser based upon the number of days in the taxable period prior to the Effective Time and in the taxable period beginning on and following the Effective Time, respectively, except that Periodic Taxes to the extent and in the amount accrued or reserved against on the Final Closing Balance Sheet shall be apportioned entirely to Purchaser. (b)
Allocation of Certain Items. The Parties acknowledge and agree that payments or adjustments to be made or received with respect to any Contract of a Project Company, which consistent with the past practices of such Project Company are expected to be made after the Closing Date which are set forth on Schedule 6.22, shall be prorated as of the Closing Date as follows: (a) Buyer shall pay to Seller the amount of any payment or adjustment (net of any Taxes and third party collection costs) received by Buyer or a Project Company to the extent such payment or adjustment relates to the operation of the Business of such Project Company prior to the Closing Date and (b) Seller shall reimburse Buyer for any payment or adjustment required to be made by Buyer or a Project Company to the extent such payment or adjustment relates to the operation of the Business of such Project Company prior to the Closing Date. Any amount payable pursuant to this Section 6.22 shall be paid in cash as soon as practicable after the facts giving rise to such payment are known to Seller and Buyer; provided, however, that such payments shall not be required to the extent such amounts are adequately reflected in the Closing Date Net Working Capital.
Allocation of Certain Items. The Purchaser shall promptly pay in cash to the Seller any amount received by the Purchaser to the extent such amount (a) relates to the operation of the Assets prior to the Closing Date or (b) is a refund, rebate or other adjustment with respect to a payment made by the Seller prior to the Closing Date.
AutoNDA by SimpleDocs
Allocation of Certain Items. (a) Items of Company income, expenses, etc. that serve to offset against one another in computing the net Profits or Losses for any taxable year or other period of the Company, shall, if and as may be necessary for determining the Unitholders’ respective shares of any items that must be separately stated or otherwise identified, be allocated in the same proportions as Profits or Losses for such taxable year or other period are allocated.
Allocation of Certain Items. 23 3.9 Closing........................................................................................ 24
Allocation of Certain Items. (a) With respect to the Closing, allocation of all (i) revenues and receivables relating to Customers (including with respect to roaming, on a net basis), (ii) deposits, prepayments and prepaid assets, and (iii) all liabilities and obligations assumed pursuant to Section 1.2(a)(iii) will be made as of the Closing Date, with Seller having the obligation and receiving the benefit of such items prior to and as of the Closing Date, and Purchaser having the obligation and receiving the benefit of items after the Closing Date. Any amounts due Purchaser under this Section 1.4 will be credited towards amounts payable by Seller under the terms of the Network Transition Services Agreement and the Customer Transition Services Agreement.
Time is Money Join Law Insider Premium to draft better contracts faster.