Pursuant to Rev Sample Clauses

Pursuant to Rev. Proc. 2004-53, 2004-34 I.R. B. 320, provided that Seller provides Buyer with all necessary payroll records for the calendar year which includes the Closing Date, Buyer has the right to elect to furnish a Form W-2 (the “Form W-2”) to each employee employed by Buyer who had been employed by Seller, disclosing all wages and other compensation paid for such calendar year, and taxes withheld therefrom, in which case Buyer and not Seller shall file the Form W-2. Buyer shall notify Seller within 30 days following the Closing Date as to whether Buyer has elected to exercise its rights under this Section 9.
Sample 1Sample 2
AutoNDA by SimpleDocs
Pursuant to Rev. Proc. 2004-53, 2004-34 I.R. B. 320, provided that the Seller provides Buyer with all necessary payroll records for the calendar year which includes the Closing Date, the Buyer has the right to elect to furnish a Form W-2 (the “Form W-2”) to each employee employed by the Buyer who had been employed by the Division, disclosing all wages and other compensation paid for such calendar year, and taxes withheld therefrom, in which case the Buyer and not the Seller shall file the Form W-2. The Buyer shall notify the Seller within 30 days following the Closing Date as to whether the Buyer has elected to exercise its rights under this Section 9.4. If the Buyer determines not to elect to exercise such rights, the Seller shall remain responsible for furnishing the Form W-2 for each such employee.
Sample 1
Pursuant to Rev. Xxx. 00-0 Xxxxxxxxx 0, Xxxxxxxxx and the Members agree that the Unit Purchase shall be treated as (i) a sale of partnership interests by the Members and (ii) a purchase of all of the assets of the Company by Purchaser. Purchaser shall file a consolidated federal income tax return that includes Imgenex for the taxable period of Imgenex starting with the day next following the Closing Date. Accordingly, the taxable year of Imgenex will close for federal income Tax purposes at the end of the day on the Closing Date. No election under Sections 336(e) or 338 of the Code (relating to stock purchases treated as asset acquisitions) or under Reg. §1.1502-76(b)(2)(ii) (relating to ratable allocation elections) shall be made. The parties agree the Company Change in Control Payments are properly allocable to the portion of the Closing Date prior to the Closing, and accordingly (x) the “next day rule” of Reg. §1.1502-76(b)(1)(ii)(B) is inapplicable with respect to Imgenex and (y) any deductions related to Company Change in Control Payments shall be allocable to the Company and the Company Subsidiaries for the period prior to the Closing Date. The Members, the Company, the Company Subsidiaries and Purchaser shall (1) treat and report the transactions contemplated by this Agreement in all respects consistently with the provisions of this Section 5.2(a) for purposes of any federal, state, local or foreign Tax and (2) not take any actions or positions inconsistent with the obligations of the parties set forth in this Section 5.2(a).
Sample 1
Pursuant to Rev. Proc. 2004-53, 2004-2 CB 320, the Buyer and the Seller agree to follow the “Standard Procedure” for purposes of satisfying the federal wage and employment tax reporting and filing requirements with respect to wages paid to the Business Personnel for the calendar year which includes the Closing Date.
Sample 1

Related to Pursuant to Rev

  • Pursuant to Fed R. CIV. P. 23(e), the Court finds that the Settlement embodied in the Settlement Agreement is fair, reasonable and adequate to the Plan and the Settlement Class, and more particularly finds that: (a) The Settlement was negotiated vigorously and at arm’s-length, via a Court- supervised settlement conference, by Defense Counsel, on the one hand, and the Named Plaintiffs and Class Counsel on behalf of the Settlement Class, on the other hand; (b) Plaintiffs and Defendants had sufficient information to evaluate the settlement value of the Action; (c) If the Settlement had not been achieved, Named Plaintiffs and the Settlement Class faced the expense, risk, and uncertainty of extended litigation; (d) The amount of the Settlement – one million, eight hundred thousand dollars ($1,800,000.00) is fair, reasonable, and adequate, taking into account the costs, risks, and delay of trial and appeal. The method of distributing the Class Settlement Amount is efficient and requires no filing of claims. The Settlement terms related to attorneys’ fees do not raise any questions concerning fairness of the Settlement, and there are no agreements, apart from the Settlement, required to be considered under FED. R. CIV. P. 23(e)(2)(C)(iv). The Class Settlement Amount is within the range of settlement values obtained in similar cases; (e) At all times, the Named Plaintiffs and Class Counsel have acted independently of Defendants and in the interest of the Settlement Class; and (f) The Court has duly considered and overruled any filed objection(s) to the Settlement to the extent there were any.

  • Pursuant to G S. 143-59.2(b), the undersigned hereby certifies that none of the Contractor’s officers, directors, or owners (if the Contractor is an unincorporated business entity) has been convicted of any violation of Chapter 78A of the General Statutes or the Securities Act of 1933 or the Securities Exchange Act of 1934 within 10 years immediately prior to the date of the bid solicitation.

  • Pursuant to M S. 43A.27, Subdivision 3a(1), an employee who separates or retires from State service and who, at the time of separation has five (5) or more years of allowable pension service and is entitled to immediately receive an annuity under a State retirement program and, who is not eligible for regular (non-disability) Medicare coverage, may continue to participate in the health and dental coverages offered through the Group Insurance Program. Consistent with M.S. 43A.27, Subdivision 3a(2), an employee who separates or retires from State service and who, at the time of separation is at least fifty (50) years of age and at least fifteen (15) years of State service may continue to participate in the health and dental coverages offered through the Group Insurance Program. Retiree coverage must be coordinated with Medicare.

  • PURSUANT TO REGULATION S (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

  • Pursuant to Section 5 10 of the Credit Agreement, each Subsidiary Loan Party of the Borrower that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into the Guarantee Agreement as Guarantor upon becoming such a Subsidiary Loan Party. Upon the execution and delivery, after the date hereof, by the Administrative Agent and such Subsidiary of an instrument in the form of Annex I hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any instrument adding an additional Guarantor as a party to this Agreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

  • Pursuant to Section 2 1.(b) of the Credit Agreement, the Borrower hereby requests that the Lenders make Revolving Loans to the Borrower in an aggregate principal amount equal to $ .

  • Pursuant to Section 3 03 of the Indenture Supplement, on each Distribution Date, the Indenture Trustee shall deposit into the Class A(2016-2) Interest Funding sub-Account the portion of Card Series Finance Charge Amounts allocable to the Class A(2016-2) Notes.

  • Pursuant to Section 4 01, any amounts collected by a Servicer or the Master Servicer under any insurance policies (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the related Servicing Agreement) shall be deposited into the Distribution Account, subject to withdrawal pursuant to Section 4.03. Any cost incurred by the Master Servicer or the related Servicer in maintaining any such insurance (if the Mortgagor defaults in its obligation to do so) shall be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of any such cost shall not be taken into account for purposes of calculating the distributions to be made to Certificateholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Sections 4.01 and 4.03.

  • Pursuant to Section 6 2(a) of the Collateral Agency Agreement and subject to the conditions set forth in Section 13.1(b), the Initial Beneficiary hereby designates a portion of the Closed-End Units included in the Revolving Pool for allocation to a new Reference Pool, referred to as the "20[ ]-[ ] Reference Pool," within the Closed-End Collateral Specified Interest. Upon the effectiveness of this Exchange Note Supplement, the Initial Beneficiary shall direct the Titling Trustee and the Closed-End Collateral Agent to allocate or cause to be identified and allocated on their respective books and records the "20[ ]-[ ] Reference Pool," to be separately accounted for and held in trust independently from any other Asset Pool. Such Reference Pool shall initially include the Closed-End Units identified on Schedule 1 to this Exchange Note Supplement, which Closed-End Units shall belong exclusively to the 20[ ]-[ ] Reference Pool, and all other Titling Trust Assets to the extent related to such Closed-End Units (other than cash which does not constitute Closed-End Collections received after the Cut-Off Date, as specified in Section 13.2(a)(iii)); provided, that, any Closed-End Collections received on or prior to the Cut-Off Date for any such Closed-End Units identified on Schedule 1 shall not be allocated to the 20[ ]-[ ] Reference Pool.

  • Pursuant to Minn Stat. § 16C.145, the Contractor must comply with the following nonvisual technology access standards to the extent required by law: • That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; • That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; • That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and • That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired; and • Executive branch state agencies subject to Section 16E.03, subdivision 9, are not required to include nonvisual technology access standards developed under this Section in contracts for the procurement of information technology. These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!