Allocation of Responsibility Resulting From AUC Disallowances Sample Clauses

Allocation of Responsibility Resulting From AUC Disallowances. (a) The Parties agree as follows with respect to AUC Disallowances: (i) the Sellers and 000000 Xxxxxxx Ltd. shall pay to the Purchaser, on a dollar for dollar basis, the first AUC Disallowances to occur up to an amount of twenty-five million dollars ($25,000,000); (ii) if the AUC Disallowances exceed twenty-five million dollars ($25,000,000), but are less than or equal to fifty million dollars ($50,000,000), none of the Sellers or 942064 Alberta Ltd. shall have any liability with respect to any such portion of AUC Disallowances which exceed twenty-five million dollars ($25,000,000) but are less than or equal to fifty million dollars ($50,000,000); and (iii) if the AUC Disallowances exceed fifty million dollars ($50,000,000), the Sellers shall pay to the Purchaser, on a dollar for dollar basis, an amount equal to fifty percent (50%) of any such AUC Disallowances in excess of fifty million dollars ($50,000,000); provided that the maximum amount the Sellers and 942064 Alberta Ltd. shall be required to pay to the Purchaser in respect of AUC Disallowances shall not exceed fifty million dollars ($50,000,000) in the aggregate. (b) All amounts that the Sellers and 942064 Alberta Ltd. become liable to pay to the Purchaser pursuant to Section 9.3(a) shall be paid by wire transfer or other immediately available funds within ten (10) Business Days of the applicable AUC Disallowance becoming final without an appeal being made thereon by the applicable Operating Entities, taking into consideration the rights and obligations under Section 9.3(c)(iv). The Sellers and 000000 Xxxxxxx Ltd. shall have no liability under this Section 9.3 for any AUC Disallowance which is solely the result of the imprudent conduct of the Purchaser or of any of the Operating Entities following the Closing Date. (c) The Sellers (prior to the Closing) and the Purchaser (following the Closing): (i) shall give prompt written notice to the other, as applicable, of (A) any audit or further inquiry by the AUC or any one of its agents, hires or representatives with respect to any cost or expenditure of an Operating Entity which is reasonably susceptible to give rise to a AUC Disallowance, or (B) any written communication from a Governmental Entity with respect to a potential or anticipated AUC Disallowance (in each case, in this Section 9.3(c), a potential AUC Disallowance); (ii) shall promptly provide to the other, as applicable, and their respective Affiliates or their respective representatives or ag...
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Related to Allocation of Responsibility Resulting From AUC Disallowances

  • Allocation of Responsibilities The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

  • Allocation of Responsibility The City assumes no responsibility for the tax consequences of any VEBA contributions made by or on behalf of any member. Each union that elects to require VEBA contributions for the benefit of its members assumes sole responsibility for insuring that the VEBA complies with all applicable laws, including, without limitation, the Internal Revenue Code, and agrees to indemnify and hold the City harmless for any taxes, penalties and any other costs and expenses resulting from such contributions.

  • Compensation for Damage or Loss 1. When investments made by investors of either Contracting Party suffer loss or damage owing to war or other armed conflict which is not a result of the activities of the Contracting Party to which the investors belong, civil disturbances, revolution, riot or similar events in the territory of the latter Contracting Party, they shall be accorded by the latter Contracting Party, treatment, as regards restitution, indemnification, compensation or any other settlement, not less favourable than that that the latter Contracting Party accords to its own investors or to investors of any third State, whichever is most favourable to the investors concerned. 2. Without prejudice to paragraph 1 of this Article, investors of one Contracting Party who in any of the events referred to in that paragraph suffer damage or loss in the territory of the other Contracting Party resulting from: a) requisitioning of their property or part thereof by its forces or authorities; b) destruction of their property or part thereof by its forces or authorities which was not caused in combat action or was not required by the necessity of the situation, shall be accorded a prompt restitution, and where applicable prompt, adequate and effective compensation for damage or loss sustained during the period of requisitioning or as a result of destruction of their property. Resulting payments shall be made in freely convertible currency without delay. 3. Investor whose investments suffer damage or loss in accordance to paragraph 2. of this Article, shall have the right to prompt review of its case by a judicial or other competent authority of that Contracting Party and of valuation of its investments and payment of compensation in accordance with the principles set out in paragraph 2. of this Article.

  • Timing of Reimbursements and In-kind Benefits If Executive is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Executive’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Executive to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.

  • Contractor Responsibility for System Agency’s Termination Costs If the System Agency terminates the Contract for cause, the Contractor shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Contractor. These costs include, but are not limited to, the costs of procuring a substitute vendor and the cost of any claim or litigation attributable to Contractor’s failure to perform any Work in accordance with the terms of the Contract.

  • Grantee Responsibility for System Agency’s Termination Costs If the System Agency terminates the Grant Agreement for cause, the Grantee shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Grantee. These costs include, but are not limited to, the costs of procuring a substitute grantee and the cost of any claim or litigation attributable to Xxxxxxx’s failure to perform any work in accordance with the terms of the Grant Agreement.

  • Compensation for Damages or Losses When investments by investors of either Contracting Party suffer damages or losses owing to war, armed conflict, a state of national emergency, revolt, insurrection, riot or other similar events in the territory of the other Contracting Party, they shall be accorded by the latter Contracting Party a treatment, as regards compensation or other settlement, not less favourable than that accorded to its own investors or to investors of any Third State.

  • Allocation of Relative Fault Solely for purposes of determining relative fault pursuant to this Section 4.7: (i) any fault associated with the business conducted with the Delayed SpinCo Assets or Delayed SpinCo Liabilities (except for the gross negligence or intentional misconduct of a member of the Parent Group) or with the ownership, operation or activities of the SpinCo Business prior to the Effective Time shall be deemed to be the fault of SpinCo and the other members of the SpinCo Group, and no such fault shall be deemed to be the fault of Parent or any other member of the Parent Group; (ii) any fault associated with the business conducted with Delayed Parent Assets or Delayed Parent Liabilities (except for the gross negligence or intentional misconduct of a member of the SpinCo Group) shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group; and (iii) any fault associated with the ownership, operation or activities of the Parent Business prior to the Effective Time shall be deemed to be the fault of Parent and the other members of the Parent Group, and no such fault shall be deemed to be the fault of SpinCo or any other member of the SpinCo Group.

  • Performing Agency Responsibility for System Agency’s Termination Costs If the System Agency terminates the Contract for cause, the Performing Agency shall be responsible to the System Agency for all costs incurred by the System Agency and the State of Texas to replace the Performing Agency. These costs include, but are not limited to, the costs of procuring a substitute vendor and the cost of any claim or litigation attributable to Performing Agency’s failure to perform any Work in accordance with the terms of the Contract.

  • Six Month Delay for Specified Employees If any payment, compensation or other benefit provided to the Executive in connection with his employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section 409A, no part of such payments shall be paid before the day that is six months plus one day after the Executive’s date of termination or, if earlier, the Executive’s death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to the Executive during the period between the date of termination and the New Payment Date shall be paid to the Executive in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement.

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