Allocation of Overtime Subject to operational requirements, the Employer shall make every reasonable effort:
Allocation of Costs The Fund shall pay the cost of composition and printing of sufficient copies of its Prospectus and SAI as shall be required for periodic distribution to its shareholders and the expense of registering Shares for sale under federal securities laws. You shall pay the expenses normally attributable to the sale of Shares, other than as paid under the Fund's Distribution Plan under Rule 12b-1 of the 1940 Act, including the cost of printing and mailing of the Prospectus (other than those furnished to existing shareholders) and any sales literature used by you in the public sale of the Shares and for registering such shares under state blue sky laws pursuant to paragraph 8.
ALLOCATION OF PAYMENTS The Assignor and the Assignee agree that (i) the Assignor shall be entitled to any payments of principal with respect to the Assigned Interest made prior to the Assignment Date, together with any interest and fees with respect to the Assigned Interest accrued prior to the Assignment Date, (ii) the Assignee shall be entitled to any payments of principal with respect to the Assigned Interest made from and after the Assignment Date, together with any and all interest and fees with respect to the Assigned Interest accruing from and after the Assignment Date, and (iii) the Agent is authorized and instructed to allocate payments received by it for account of the Assignor and the Assignee as provided in the foregoing clauses. Each party hereto agrees that it will hold any interest, fees or other amounts that it may receive to which the other party hereto shall be entitled pursuant to the preceding sentence for account of such other party and pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt.
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.
Allocation of Funds A. The Faculty Development Committee shall approve all applications for reassignment of duties that do not require additional funding and have been endorsed by the applicant’s Division.
Allocation of Purchase Price (a) The parties agree that the Purchase Price shall be allocated among the Purchased Assets for federal income tax reporting purposes in accordance with this Section 2.08. After the date hereof, Seller and Purchaser shall negotiate in good faith a mutually acceptable allocation of the Purchase Price on a class (or component thereof) by class basis using the classes designated by the Code. In the event that within seventy-five (75) days after the date hereof or such earlier date as Seller and Purchaser agree (such date is hereafter referred to as the "Negotiation Date"), Seller and Purchaser have not agreed to an allocation of the Purchase Price to any class or component thereof, then Purchaser and Seller shall agree upon a qualified independent appraiser with experience in the gaming industry to perform an appraisal of those classes or components of the Purchased Assets (other than the Current Assets and Current Liabilities reflected on the Closing Balance Sheet) ("Appraised Assets"). In the event that Seller and Purchaser cannot agree upon an appraisal firm within fifteen (15) days of the Negotiation Date, then Seller and Purchaser shall each submit the name of two appraisal firms and Joe Collins shall pick a name out of a hat, which shall serve as the axxxxxxxx xxmpany. The appraisal company shall be instructed to complete their appraisal of the Appraised Assets within thirty (30) days of appointment. Each party shall be entitled to one meeting with the appraiser to state its position and submit materials relative to the appraisal. The determination of the appraisal shall be binding on Seller and Purchaser for purposes of the allocation of the Purchase Price. Seller and Purchaser shall split the costs of the fees and expenses of the appraisal firm.