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:
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 (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. 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.
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.
Allocation of Certain Items. With respect to certain expenses incurred in the operation of the Business, the following allocations will be made between the Parties:
Allocation of Certain Items. With respect to certain expenses incurred in the operations of Flint, the following allocations shall be made between Flint on the one hand and Semotus on the other:
Allocation of Certain Items. With respect to certain expenses incurred in the operations of the Seller and the Seller Subsidiaries, the following allocations shall be made between the Seller and the Purchaser:
(a) In the case of Taxes based on ad valorem or similar Taxes assessed against the Acquired Assets, the portion of such Taxes allocated to the Seller shall be deemed to be the amount of such Tax for the entire taxable period, multiplied by a fraction the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire taxable period, with the remaining portion of such Taxes allocated to the Purchaser.
(b) Taxes described in Section 2.5(a) above shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by applicable Law. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 2.5(a) . Upon payment of any such Taxes, the paying party shall present a statement to the non-paying party setting forth the amount of reimbursement to which the paying party is entitled under Section 2.5(a) together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than ten (10) Business Days after the presentation of such statement.
Allocation of Certain Items. With respect to certain expenses incurred with respect to the Purchased Assets, the following allocations shall be made between Horizon and Sprint:
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.
(b) Tax credits shall be allocated to and among the Unitholders (i) in accordance with applicable provisions therefor in the Regulations promulgated pursuant to Code section 704 or applicable state tax laws, rules, or regulations as appropriate, to the extent provided therein, and (ii) to the extent there is no such applicable guidance, (A) in the same proportions as the aggregate Company income for the relevant period or time shall be allocated, and (B) in the absence of such income, to the Preferred Unitholders in proportion to the respective numbers of Common Units issuable upon conversion of their Preferred Units.
