Target Accounts. Each Seco Technical Specialist is assigned a de- fined list of target accounts to help focus our joint sales efforts. That list provides the basis for the Target Account Development process, which is an integral part of the Distributor Planning Process. Target accounts are identified and chosen based on potential, product fit and the ability to win new business. The Seco sales team and the Distributor share responsibility in representing Seco products and the services provided by Seco and the Distribu- tor. Goals, account potential, competition, key products, project plans and measurements are all to be collaborative effort with the focus being on an increase in market share for both the Distribu- tor and Seco. Support of the Target Account pro- gram is also a GoldStar Distributor requirement.
Target Accounts. To aid in the determination of the Capital Accounts of the Partners, and the proper allocation of Net Profit and Net Loss, the Partnership shall compute a Target Account for each Partner from time to time as required by this Agreement to allocate Net Profits and Net Losses.
Target Accounts. The tax allocation provisions of this Agreement are intended to produce, upon liquidation of the Company, final Capital Account balances that are at levels (“Target Accounts”) equal to the priority distributions that would occur if the liquidating proceeds were distributed pursuant to Section 3.1(a). To the extent that the tax allocation provisions of this Agreement would not produce the Target Accounts, the Members agree to take such actions, to the extent possible, as the Manager determines are necessary to amend such provisions to produce such Target Accounts. Notwithstanding the other provisions of this Agreement, allocations of Company gross income and deductions shall be made prospectively as necessary to produce such Target Accounts (and, to the extent such prospective allocations would not reach such result, the prior tax returns of the Company shall be amended, to the extent possible, to reallocate Company gross income and deductions to produce such Target Accounts).
Target Accounts. To the best of the knowledge and belief of the Parent having held discussions with the Chief Financial Officer of the Target Group, the Target Accounts and Target Management Accounts were prepared in accordance with GAAP consistently applied and fairly presented the results of the operations of the Target Group for the periods to which they relate and the state of the affairs of the Target Group at the end of such period and, in particular, disclose or reserve against all liabilities (actual or contingent) of the Target Group to the extent required by GAAP and there are no material liabilities (whether actual, contingent, present or future) which are not disclosed or shown as being provided for in the relative Target Accounts and/or Target Management Accounts and which have not been disclosed or referred to in the Accountant's Report or, where they have arisen after the date of the Accountant's Report have not been disclosed in writing to the Lenders;
Target Accounts. 62 19.14 Taxes.................................................................................62 19.15
Target Accounts. 48 Section 6.04. Overall Intention of Capital Account Provisions. 48 Section 6.05. Allocations of Net Profits and Net Losses. 48 Section 6.06. Special/Regulatory Allocations. 48 Section 6.07. Curative Allocations. 50 Section 6.08. Other Allocation Rules. 50 Section 6.09. Tax Allocations. 51 Section 6.10. Negative Capital Accounts. 52 Section 6.11. Tax Matters. 52 ARTICLE 7 Distributions 53 Section 7.01. Distributions to Partners. 53 Section 7.02. Distributions of Noncash Assets in Kind. 53 Section 7.03. Distributions for Payment of Tax. 53 Section 7.04. Distributions that Violate the Act Are Prohibited. 54
Target Accounts. The tax allocation provisions of this Agreement are intended to produce, upon liquidation of the Company, final Capital Account balances that are at levels (as more particularly defined in Section 10.1(c), “Target Accounts”) equal to the priority distributions that would occur if the liquidating proceeds were distributed pursuant to Section 3.1(b). To the extent that the tax allocation provisions of this Agreement would not produce the Target Accounts, the Members agree to take such actions, to the extent possible, as they mutually determine to be necessary to amend such provisions to produce such Target Accounts. Notwithstanding the other provisions of this Agreement, but subject to the provisions of Sections 3.1(b) and 9.4(c), allocations of income, gain, loss, deductions and credits must be made so that Capital Accounts are maintained in accordance with the provisions of Treasury Regulations Section 1.704-l(b)(2)(iv) and, provided further, allocations of Company gross income and deductions shall be made prospectively as necessary to produce such Target Accounts.
