Mistaken Allocations Sample Clauses

Mistaken Allocations. If, prior to the third anniversary of the Distribution Date, either party discovers that a Trademark (other than a GroceryCo Xxxx that is a GroceryCo Primary Brand) intended by the parties to be owned by SnackCo was inadvertently listed in the GroceryCo Xxxx Binders or a Trademark (other than a SnackCo Xxxx that is a SnackCo Primary Brand) intended by the parties to be owned by GroceryCo was inadvertently listed in the SnackCo Xxxx Binders, such party shall provide written notice to the other party and the parties thereafter shall cooperate in good faith and amend the listings in the GroceryCo Xxxx Binders and SnackCo Xxxx Binders, as applicable, and assign any such Trademark to the proper party, as mutually agreed. The parties agree that they shall treat any such mistakenly allocated Trademark as having been owned by the proper party as of the Distribution Date.
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Mistaken Allocations. If either party discovers that certain Intellectual Property intended by the parties to be owned by Global Brands was inadvertently listed in the Group Brands Schedules or certain Intellectual Property intended by the parties to be owned by Group Brands was inadvertently listed in the Global Brands Schedules, such party shall provide written notice to the other party and the parties thereafter shall cooperate in good faith and amend the listings in the Group Brands Schedules and Global Brands Schedules, as applicable, and assign the applicable Intellectual Property to the proper party, as mutually agreed, including providing all copies of such applicable Intellectual Property to such other party. The parties agree to share equally any incremental costs associated with assigning any such Intellectual Property to the proper party pursuant to this Section 2.9. If either party discovers that certain Intellectual Property intended by the parties to be licensed to that party or the other party, then the provisions of Section 3.8 or Section 4.8 shall apply, as applicable.
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Mistaken Allocations. There may exist (i) assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, as the case may be, within the Transferred Assets or (ii) liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, within the Transferred Liabilities. The parties hereto shall cooperate in good faith to effect the transfer or re-transfer of such assets, and/or the assumption or re-assumption of
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Mistaken Allocations. The Parties acknowledge that there may exist Intellectual Property Rights that the Parties hereafter discover were, contrary to the agreements between the parties, by mistake or omission, transferred or not transferred, as the case may be, to the Partnership. The Parties hereto shall cooperate in good faith to effect the transfer or re-transfer of such Intellectual Property Rights to or by the appropriate Party, in accordance with the procedures specified in Section 4.1, and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the Intellectual Property Rights to be transferred to the Partnership. Prior to any such transfer, the Party holding title to such Intellectual Property Rights shall hold the same in trust for the other Party.
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Mistaken Allocations. There may exist (i) assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, as the case may be, within the Transferred Assets or (ii) liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, within the Transferred Liabilities. The parties hereto acknowledge and agree for greater certainty that any asset or liability transferred or assumed in error is deemed not to form part of the Transferred Assets or Transferred Liabilities and not to have been transferred to or assumed by the Buyer, and shall be returned by the Buyer to the Seller. Any asset or liability forming part of the Transferred Asset or Transferred Liability, as the case may be, which was not conveyed to or assumed by the Buyer shall be conveyed or assumed forthwith. The Person receiving or possessing such asset in error shall hold such asset as bare trustee or nominee for the other Person. Each party shall reimburse the other or make other financial adjustments (including cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the assets transferred hereby or any of the liabilities assumed hereby.
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Mistaken Allocations. In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the Separation Date, there may exist (i) Assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred or not transferred, as the case may be, to the Partnership (or its applicable Subsidiaries) or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed or not assumed, as the case may be, by the Partnership (or its applicable Subsidiaries). The parties hereto shall cooperate in good faith to effect the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party with respect to the Assets to be transferred to or Liabilities to be assumed by the Partnership (or its applicable Subsidiaries). Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for the other Person. Each party shall reimburse the other or make other financial adjustments (including cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby.
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Mistaken Allocations. There may exist (i) assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, as the case may be, within the Transferred Assets or (ii) liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, included or not included, within the Transferred Liabilities. The parties hereto shall cooperate in good faith to effect the transfer or re-transfer of such assets, and/or the assumption or re-assumption of such liabilities, to or by the appropriate party and shall not use the determination that remedial actions need to be taken to alter the original intent of the parties hereto with respect to the assets to be transferred to or liabilities to be assumed by Buyer. Prior to any such transfer, the Person receiving or possessing such asset shall hold such asset in trust for the other Person. Each party shall reimburse the other or make other financial adjustments (including cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the assets transferred hereby or any of the liabilities assumed hereby.
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Mistaken Allocations. 8 SECTION 2.9 GOVERNMENTAL APPROVALS AND THIRD-PARTY APPROVALS.....................................8 SECTION 2.10 PRE-EXISTING LICENSES TO THIRD PARTIES...............................................9 SECTION 2.11
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Mistaken Allocations. In addition to those transfers and assumptions accurately identified and designated by the parties to take place but which the parties are not able to effect prior to the date hereof, there may exist (i) Assets that the parties discover were, contrary to this Agreement, by mistake or omission, transferred or not transferred, as the case may be, to New Tality or (ii) Liabilities that the parties discover were, contrary to this Agreement, by mistake or omission, assumed or not assumed, as the case may be, by New Tality. The parties hereto shall cooperate in good faith to effect the transfer or re-transfer of such Assets, and/or the assumption or re-assumption of such Liabilities, to or by the appropriate party with respect to the Assets to be transferred to or Liabilities to be assumed by New Tality. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for the other Person. Each party shall reimburse the other or make other financial adjustments (including cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby.
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Related to Mistaken Allocations

  • Book Allocations The net income and net loss of the Company shall be allocated entirely to the Member.

  • Offsetting Allocations Notwithstanding the provisions of Sections 6.1, 6.2.B and 6.2.C, but subject to Sections 6.3 and 6.4, in the event Net Income or items thereof are being allocated to a Partner to offset prior Net Loss or items thereof which have been allocated to such Partner, the General Partner shall attempt to allocate such offsetting Net Income or items thereof which are of the same or similar character (including without limitation Section 704(b) book items versus tax items) to the original allocations with respect to such Partner.

  • Misallocations In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party (or any member of such Party’s Group) shall receive or otherwise possess any Asset that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept such Asset. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for such other Person. In the event that at any time or from time to time (whether prior to, at or after the Effective Time), one Party hereto (or any member of such Party’s Group) shall receive or otherwise assume any Liability that is allocated to the other Party (or any member of such Party’s Group) pursuant to this Agreement or any Ancillary Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such Party (or member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability.

  • Other Allocations Except as otherwise provided in this Agreement, all items of Partnership income, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Profits or Losses, as the case may be, for the year.

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.

  • Capital Accounts Allocations There shall be established in respect of each Holder a separate capital account in the books and records of the Up-MACRO Holding Trust in respect of the Holder's Capital Contributions to the Up-MACRO Holding Trust (each, a "Capital Account"), to which the following provisions shall apply:

  • Corrective Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Account Allocations In the event that any of the Sellers is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement, including by reason of the application of the provisions of Section 9.02 or any order of any Governmental Authority (a “Transfer Restriction Event”), then, in any such event, (a) the Sellers and the Servicer agree (except as prohibited by any such order) to allocate and pay to the Trust, after the date of such inability, all Collections, including Collections of Receivables transferred to the Trust prior to the occurrence of such event, and all amounts which would have constituted Collections but for such Seller’s inability to transfer Receivables (up to an aggregate amount equal to the amount of Receivables transferred to the Trust by such Seller in the Trust on such date), (b) the Sellers and the Servicer agree that such amounts will be applied as Collections in accordance with Article IV and the terms of each Supplement and (c) for so long as the allocation and application of all Collections and all amounts that would have constituted Collections are made in accordance with clauses (a) and (b) above, Principal Receivables and all amounts which would have constituted Principal Receivables but for such Seller’s inability to transfer Receivables to the Trust which are written off as uncollectible in accordance with this Agreement shall continue to be allocated in accordance with Article IV and the terms of each Supplement. For the purpose of the immediately preceding sentence, the Sellers and the Servicer shall treat the first received Collections with respect to the Accounts as allocable to the Trust until the Trust shall have been allocated and paid Collections in an amount equal to the aggregate amount of Principal Receivables in the Trust as of the date of the occurrence of such event. If any of the Sellers or the Servicer is unable pursuant to any Requirements of Law to allocate Collections as described above, the Sellers and the Servicer agree that, after the occurrence of such event, payments on each Account with respect to the principal balance of such Account shall be allocated first to the oldest principal balance of such Account and shall have such payments applied as Collections in accordance with Article IV and the terms of each Supplement. The parties hereto agree that Finance Charge Receivables, whenever created, accrued in respect of Principal Receivables which have been conveyed to the Trust shall continue to be a part of the Trust notwithstanding any cessation of the transfer of additional Principal Receivables to the Trust and Collections with respect thereto shall continue to be allocated and paid in accordance with Article IV and the terms of each Supplement.

  • 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.

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