For the Plan of Allocation Sample Clauses

For the Plan of Allocation. 8.2.3.1. Class Counsel shall propose to the Court the Plan of Allocation attached as Exhibit 3. To the extent they were participants or beneficiaries of the Plan at any time during the Class Period, Defendants and their Immediate Family Members will be excluded from the Plan of Allocation. 8.2.3.2. The Settlement Administrator shall be solely responsible for implementing the Plan of Allocation, including calculating and distributing the Settlement Proceeds to Settlement Class members, and for the issuance of any tax notices arising from the payments made pursuant to the Plan of Allocation. Except for providing the data set forth in Section 2.1.4 to the extent available, Defendants and Released Parties shall have no responsibility for the allocation and distribution of the Settlement Fund and shall not be liable for any claims by, through, or under any member of the Settlement Class or any third party relating to the allocation or distribution of the Settlement Fund or Settlement Proceeds, including but not limited to any claims regarding the adequacy of payment or failure to make payment or that a member of the Settlement Class should have been allocated or distributed a different amount of the Settlement Fund than it actually received or than provided by the Settlement, including the Plan of Allocation.
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For the Plan of Allocation. The Plan of Allocation attached as Exhibit C hereto provides for the allocation of the Settlement Fund net of the disbursements called for in Sections 8.2.1, 8.2.2, 8.2.3, and 8.2.4 (“Net Proceeds”). Upon the Judgment becoming Final as provided in Section 2.3, and after the amounts payable pursuant to Sections 8.2.1, 8.2.2, 8.2.3 and 8.2.4 have been determined and disbursed, Co-Lead Counsel shall direct the Financial Institution to disburse the Net Proceeds to the master trust for the Plans for allocation to or for the benefit of members of the Settlement Class. The Parties agree that the deposit of the Net Proceeds into the trust created under the Plans shall constitute “restorative payments” within the meaning of Revenue Ruling 2002-45 for all purposes. Defendants shall direct State Street Bank and Trust Company, or any successor Trustee of the Plans, or any other authorized entity, to allocate the Net Proceeds received by the Plans’ trust according to the Plan of Allocation and shall notify Co-Lead Counsel as to the date(s) and amount(s) of said allocation(s), but Defendants shall have no liability for the failure by State Street Bank and Trust Company, or any successor Trustee of the Plans, the Plans’ record-keeper, or any other authorized entity, to follow such directions provided that, in the event of any failure by State Street Bank and Trust Company, or any successor Trustee of the Plans, or any other authorized entity, to follow directions from Defendants given pursuant to this Section 8.2.5, the Defendants shall assist in seeking to enforce such directions. All reasonable fees and expenses of State Street Bank and Trust Company, or any predecessor or successor Trustee of the Plans, the Plans’ record-keeper or any other authorized entity, with respect to implementation of the Plan of Allocation shall be Plans’ expenses paid solely out of the Net Proceeds and shall be timely paid by the Plans without further order of the Court. Defendants warrant that they either have obtained or will obtain the authority to direct that the Net Proceeds received by the Plans’ trust be allocated according to the Plan of Allocation. Defendants shall have no responsibility for structuring the content of the Plan of Allocation, or for its design or implementation, but will have the right to review it for feasibility and cost before presentation to the Court. The Plan of Allocation is a matter separate and apart from the Settlement between the Parties, and no decision b...
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For the Plan of Allocation. Class Counsel shall propose to the Court a Plan of Allocation. To the extent they were participants or beneficiaries of the Plan at any time during the Class Period, Defendants and their Immediate Family Members, any entity in which a Defendant has a controlling interest, and their heirs, Successors-in-Interest, or assigns (in their capacities as heirs, Successors-in-Interest, or assigns) will be excluded from the Plan of Allocation. The Plan of Allocation is a matter separate and apart from the Settlement between the Parties, and no decision by the Court concerning the Plan of Allocation shall affect the validity of the Settlement Agreement or finality of the Settlement in any manner. The Investment Committees Defendants shall make best efforts to ensure that the Company and/or the Settlement Administrators or SIP Recordkeeper will, at the request of Class Counsel and without charge, review the proposed Plan of Allocation to determine whether sufficient data exists to effectuate it. Defendants, the Company, XL Insurance, and their Successors-in-Interest shall have no liability in the event of any action or failure to act by the Settlement Administrator or by any other entity with respect to the creation, calculation, or implementation of the Plan of Allocation. The Settlement Administrator shall be solely responsible for the calculation of the amount of the Settlement Proceeds to be distributed to qualified Settlement Class members, and for the issuance of any tax notices arising from the payments made pursuant to the Plan of Allocation.
Sample 1
For the Plan of Allocation. Class Counsel shall propose to the Court a Plan of Allocation (“Plan of Allocation”) that shall provide for the allocation of the Settlement Fund net of the disbursements called for in sections 8.2.1, 8.2.2 and 8.2.3 (“Net Proceeds”). Such Plan of Allocation will provide the method by which the specific dollar amount to be allocated by the Plan as to each member of the Settlement Class will be calculated. On or after the Effective Date, Class Counsel shall direct the Financial Institution to disburse the Net Proceeds to the Plan for distribution by the Plan’s trustee in accordance with the Plan of Allocation. The Defendants will be excluded from the Plan of Allocation. The Plan of Allocation is a matter separate and apart from the Settlement between the Parties, and no decision by the Court concerning the Plan of Allocation shall affect the validity of the Settlement Agreement or finality of the Settlement in any manner. Nothing herein shall constitute approval or disapproval of the Plan of Allocation by the Releasees, and the Releasees shall have no responsibility or liability for the Plan of Allocation and shall take no position for or against the Plan of Allocation before the Court, other than as set forth in the following paragraph.
Sample 1
For the Plan of Allocation. Class Counsel shall propose to the Court and to the Independent Fiduciary a Plan of Allocation, and may propose to the Court an amended Plan of Allocation with the consent of the Independent Fiduciary. To the extent they were participants or beneficiaries of the Plan at any time during the Class Period, Defendants and their Immediate Family Members, any entity in which a Defendant has a controlling interest, and their heirs, Successors-in-Interest, or assigns (in their capacities as heirs, Successors-in-Interest, or assigns) will be excluded from the Plan of Allocation. The Company will, at the request of Class Counsel and without charge, consult with and provide Class Counsel with any reasonable information related to the administration and feasibility of any Plan of Allocation being considered by Class Counsel (all such information to be kept confidential by Class Counsel and used exclusively for this purpose). Defendants and their Successors-in-Interest shall have no liability in the event of any action or failure to act by any entity with respect to the creation, calculation, or implementation of the Plan of Allocation.
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Related to For the Plan of Allocation

  • Method of Allocation The Employer must specify in its Adoption Agreement the manner of allocating each annual Employer contribution to this Trust.

  • Modification of Allocations The provisions of Articles X and XI and other provisions of this Agreement are intended to comply with Treasury Regulations Section 1.704 and shall be interpreted and applied in a manner consistent with such section of the Treasury Regulations. In the event that the General Partner determines, in its sole discretion, that it is prudent to modify the manner in which the Capital Accounts of the Partners, or any debit or credit thereto, are computed in order to comply with such section of the Treasury Regulations, the General Partner may make such modification, but only with the Consent of the Special Limited Partner, to the minimum extent necessary, to effect the plan of allocations and Distributions provided for elsewhere in this Agreement. Further, the General Partner shall make any appropriate modifications, but only with the Consent of the Special Limited Partner, in the event it appears that unanticipated events (e.g., the existence of a Partnership election pursuant to Code Section 754) might otherwise cause this Agreement not to comply with Treasury Regulation Section 1.704.

  • Timing and Amount of Allocations of Net Income and Net Loss Net Income and Net Loss of the Partnership shall be determined and allocated with respect to each Partnership Year of the Partnership as of the end of each such year. Subject to the other provisions of this Article 6, an allocation to a Partner of a share of Net Income or Net Loss shall be treated as an allocation of the same share of each item of income, gain, loss or deduction that is taken into account in computing Net Income or Net Loss.

  • Section 704(c) Allocations Notwithstanding Section 6.5.A hereof, Tax Items with respect to Property that is contributed to the Partnership with an initial Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately preceding the date of contribution shall be allocated among the Holders for income tax purposes pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such variation. With respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering, such variation between basis and initial Gross Asset Value shall be taken into account under the “traditional method” as described in Regulations Section 1.704-3(b). With respect to other Properties, the Partnership shall account for such variation under any method approved under Code Section 704(c) and the applicable Regulations as chosen by the General Partner. In the event that the Gross Asset Value of any Partnership asset is adjusted pursuant to subsection (b) of the definition of “Gross Asset Value” (provided in Article 1 hereof), subsequent allocations of Tax Items with respect to such asset shall take account of the variation, if any, between the adjusted basis of such asset and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations and using the method chosen by the General Partner; provided, however, that the “traditional method” as described in Regulations Section 1.704-3(b) shall be used with respect to Partnership Property that is contributed to the Partnership in connection with the General Partner’s initial public offering. Allocations pursuant to this Section 6.5.B are solely for purposes of Federal, state and local income taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Net Income, Net Loss, or any other items or distributions pursuant to any provision of this Agreement.

  • Tax Allocation The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreement.

  • Risk Allocation The Product is Regulatorily Continuing.

  • Allocation of Excess Nonrecourse Liabilities For purposes of determining a Holder’s proportional share of the “excess nonrecourse liabilities” of the Partnership within the meaning of Regulations Section 1.752-3(a)(3), each Holder’s respective interest in Partnership profits shall be equal to such Holder’s Percentage Interest with respect to Partnership Common Units, except as otherwise determined by the General Partner.

  • Allocation of Profits and Losses The Company’s profits and losses shall be allocated to the Member.

  • Curative Allocation (A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. Notwithstanding the preceding sentence, Required Allocations relating to (1) Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partnership Minimum Gain and (2) Partner Nonrecourse Deductions shall not be taken into account except to the extent that there has been a decrease in Partner Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners. Further, allocations pursuant to this Section 6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to clauses (1) and (2) hereof to the extent the General Partner determines that such allocations are likely to be offset by subsequent Required Allocations. (B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

  • Allocation of Profits and Losses Distributions Profits/Losses. For financial accounting and tax purposes, the Company's net profits or net losses shall be determined on an annual basis and shall be allocated to the Members in proportion to each Member's relative capital interest in the Company as set forth in Schedule 2 as amended from time to time in accordance with U.S. Department of the Treasury Regulation 1.704-1.

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