Treatment of Earnings Sample Clauses

Treatment of Earnings. Each month, from any earnings in the Investment Account the “Earnings”), DST will retain for itself percent ( %) of the gross Earnings and credit as directed by Client the remaining portion of the Earnings against amounts due to DST from the Client for the services DST or the Depository Institution or both provide to the Client during the month. In any month in which the amount of the remaining portion of the Earnings exceeds the amounts due to DST or the Depository Institution or both, the excess portion will be segregated and remain available to be applied against future amounts due to DST or the Depository Institution or both or will be paid to the Client or at its direction.
Sample 1
AutoNDA by SimpleDocs
Treatment of Earnings. Interest or earnings actually earned on the funds in the Escrow Account shall be credited to a separate interest sub-account. As set forth in the foregoing Sections, such interest or earnings shall be disbursed pro rata along with principal amounts of the Escrow Account, so that parties receiving distributions of any portion of the principal amount shall also receive interest or earnings actually earned on that portion of the principal amount (subject in each instance to the right of the Escrow Agent to deduct any unpaid fees or expenses which it may be entitled to deduct from such earnings pursuant to the terms of this Agreement). The pro rata amounts of interest or earnings distributed with respect to any principal amount disbursed shall be determined by multiplying the amount contained in the interest sub-account on the disbursement date by a fraction, the numerator of which is the principal amount to be disbursed and the denominator is the total principal amount in the Escrow Account on the disbursement date.
Sample 1
Treatment of Earnings. Each month, from any earnings in the Investment Account (the “Earnings”), DST will retain for itself percent ( %) of the gross Earnings and credit as directed by Client the remaining portion of the Earnings against amounts due to DST from the Client for the services DST or the Depository CURRENT STANDARD GENERIC TA Agr 04/22/2014 Institution or both provide to the Client during the month. In any month in which the amount of the remaining portion of the Earnings exceeds the amounts due to DST or the Depository Institution or both, the excess portion will be segregated and remain available to be applied against future amounts due to DST or the Depository Institution or both or will be paid to the Client or at its direction.
Sample 1
Treatment of Earnings. All income earned on the Escrow Cash, after payment of expenses incurred or taxes incurred or withheld in connection therewith (the “Investment Proceeds”), shall be paid to the Shareholder on a quarterly basis. The Investment Proceeds shall be allocated for income tax purposes to the Shareholder. The Escrow Agent shall provide the Shareholder with a quarterly accounting of earnings and an annual statement.
Sample 1
Treatment of Earnings. All income earned on the Escrow Property, --------------------- after payment of expenses incurred or taxes incurred in connection therewith (the "INVESTMENT PROCEEDS"), shall be deemed to be a part of the Escrow Property for any and all purposes hereunder. The Investment Proceeds shall be allocated for income tax purposes to the parties hereto on the basis of actual distribution of the Escrow Property. Subject to the reasonable discretion of the Escrow Agent, the Escrow Agent shall provide the Stockholders' Representative with a quarterly accounting of earnings and an annual statement in accordance with the respective interests of the Stockholders and/or the Major Shareholders.
Sample 1
Treatment of Earnings. The Interested Parties agree that Seller will be treated for federal, state and local income and other tax purposes as owning the Claim Shares and the Remaining Shares, and agree that all earnings, if any, with respect thereto will be reported by the Escrow Agent as earnings of Seller whether or not distributed. On or promptly after the date hereof, the Seller shall provide the Escrow Agent with a completed IRS Form W-9 certifying thereon the Seller’s taxpayer identification number. The Seller acknowledges that withholding of a portion of the earnings on the Claim Shares and the Remaining Shares may be required for federal, state or local income tax purposes in the event the Seller fails to certify its taxpayer identification number to the Escrow Agent.
Sample 1
Treatment of Earnings. The Interested Parties agree that the Stockholders will be treated for federal, state and local income and other tax purposes as owning the Escrow Fund (including any distributions in respect thereof) in accordance with their respective Pro Rata Share thereof, and agree that all earnings, if any, with respect thereto will be reported by the Escrow Agent as earnings of the Stockholders according to such respective interests whether or not distributed. On or promptly after the date hereof, the Stockholders shall, on behalf of the Stockholders, provide the Escrow Agent with a completed IRS Form W-9 for each Stockholder certifying thereon such Stockholder’s taxpayer identification or social security number. The Stockholders acknowledges that withholding of a portion of the earnings on the Escrow Fund may be required for federal, state or local income tax purposes in the event any Stockholder fails to certify such party’s taxpayer identification number or social security number to the Escrow Agent.
Sample 1
AutoNDA by SimpleDocs
Treatment of Earnings. All income earned on the Escrow Property, --------------------- after payment of expenses incurred or taxes incurred in connection therewith, shall be deemed to be a part of the Escrow Property for any and all purposes hereunder.
Sample 1

Related to Treatment of Earnings

  • Payment of Earnings The Borrower undertakes with each Creditor Party to ensure that throughout the Security Period (subject only to provisions of the relevant General Assignment), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

  • Sharing of Earnings The Borrower shall procure that no Owner shall: (a) enter into any agreement or arrangement for the sharing of any Earnings; (b) enter into any agreement or arrangement for the postponement of any date on which any Earnings are due; the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of that Owner to any Earnings; or (c) enter into any agreement or arrangement for the release of, or adverse alteration to, any guarantee or Security Interest relating to any Earnings.

  • STATEMENT OF EARNINGS AND PROFITS As promptly as practicable, but in any case within sixty days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund, in such form as is reasonably satisfactory to the Acquiring Fund, a statement of the earnings and profits of the Acquired Fund for federal income tax purposes that will be carried over by the Acquiring Fund as a result of Section 381 of the Code, and which will be certified by the Trust's Treasurer.

  • TREATMENT OF FRINGE BENEFITS The fringe benefits are charged using the rate(s) listed in the Fringe Benefits Section of this Agreement. The fringe benefits included in the rate(s) are listed below. Vacation, holiday, sick leave pay and other paid absences are included in salaries and wages and are claimed on grants, contracts and other agreements as part of the normal cost for salaries and wages. Separate claims are not made for the cost of these paid absences.

  • Treatment of Equity Awards (a) The Company Board (or, if appropriate, a committee administering a Company equity incentive plan, inducement award program or other similar plan, program or arrangement under which equity awards or equity-based rights are outstanding (the “Company Equity Plans” and each such plan or program, a “Company Equity Plan”)) has adopted, or, as soon as practicable following the date hereof (and, in any event, prior to the Effective Time), shall adopt, resolutions providing that, as of the Effective Time: (i) each option to acquire Shares, other than awards under the Company’s 2012 Employee Stock Purchase Plan (the “ESPP”) (each such option, a “Company Stock Option”), and each other equity award or right measured by the value of Shares (or pursuant to which Shares may be delivered) (including deferred units or similar rights or awards of non-employee directors), other than awards under the ESPP (collectively, “Company Equity Awards”), that is outstanding and unvested immediately prior to the Effective Time shall vest in full at the Effective Time; (ii) each Company Stock Option that is outstanding immediately prior to the Effective Time that has an exercise price per Share that is less than the Merger Consideration shall be cancelled, without any action on the part of the holder of such Company Stock Option, and, in exchange therefor, the former holder of such cancelled Company Stock Option shall be entitled to receive (without interest), in consideration of the cancellation of such Company Stock Option, an amount in cash (less applicable tax withholdings pursuant to Section 3.6) equal to the product of (x) the total number of Shares subject to the unexercised portion of such Company Stock Option immediately prior to the Effective Time (determined after giving effect to the accelerated vesting described in Section 3.2(a)(i) above) multiplied by (y) the excess, if any, of the Merger Consideration over the applicable exercise price per Share under such Company Stock Option; (iii) each Company Stock Option that is outstanding immediately prior to the Effective Time that has an exercise price per Share that is greater than or equal to the Merger Consideration shall be cancelled at the Effective Time, without any action on the part of the holder of such Company Stock Option, and the holder of such Company Stock Option shall not be entitled to receive any payment in exchange for such cancellation; and (iv) each Company Equity Award, other than a Company Stock Option, that is outstanding immediately prior to the Effective Time shall be cancelled, and the former holder of such cancelled Company Equity Award shall be entitled, in exchange therefor, to receive (without interest) an amount in cash (less applicable tax withholdings pursuant to Section 3.6) equal to the product of (x) the total number of Shares subject to (or deliverable under) such Company Equity Award immediately prior to the Effective Time (determined after giving effect to the accelerated vesting described in Section 3.2(a)(i) above) multiplied by (y) the Merger Consideration. (b) Subject to Section 3.6, Parent shall cause the Surviving Corporation to make all payments to former holders of Company Equity Awards required under Section 3.2(a) as promptly as practicable after the Effective Time, and in any event, no later than five (5) Business Days after the Effective Time, in accordance with the foregoing and the terms of the applicable Company Equity Plans pursuant to which such Company Equity Awards were issued. (c) As soon as practicable following the date hereof, the Company shall take all actions with respect to the ESPP that are necessary to provide that (i) with respect to the Purchase Period (as defined in the ESPP) in effect on the date hereof (“Current Purchase Period”), no individual may enroll in the ESPP after the date hereof with respect to such Current Purchase Period and no participant may increase the percentage amount of his or her payroll deduction election from that in effect on the date hereof for such Current Purchase Period and (ii) no new offering period shall be commenced under the ESPP after the date hereof and prior to the Effective Time. If the Effective Time is expected to occur prior to the end of the Current Purchase Period, the Company shall take action to provide for an earlier exercise date (including for purposes of determining the Purchase Price (as defined in the ESPP) for the Current Purchase Period) (such earlier date, the “Early ESPP Exercise Date”). The Early ESPP Exercise Date shall be as close to the Effective Time as is administratively practicable. The Company shall suspend the commencement of any future Purchase Period (as defined in the ESPP) unless and until this Agreement is terminated and shall terminate the ESPP as of the Effective Time.

  • Future Treatment of Unallowable Costs Unallowable Costs shall be separately determined and accounted for by Defendants, and Defendants shall not charge such Unallowable Costs directly or indirectly to any contracts with the United States or any State Medicaid program, or seek payment for such Unallowable Costs through any cost report, cost statement, information statement, or payment request submitted by Defendants or any of their subsidiaries or affiliates to the Medicare, Medicaid, TRICARE, or FEHBP Programs.

  • Treatment of Each Installment as a Separate Payment For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

  • Availability of Earnings Statements The Company shall make generally available to holders of its securities as soon as may be practicable but in no event later than the last day of the fifteenth (15th) full calendar month following the calendar quarter in which the most recent effective date occurs in accordance with Rule 158 of the Rules and Regulations, an earnings statement (which need not be audited but shall be in reasonable detail) for a period of twelve (12) months ended commencing after the effective date, and satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Rules and Regulations).

  • Treatment of Accounts Not grant or extend the time for payment of any Account, or compromise or settle any Account for less than the full amount thereof, or release any Person or property, in whole or in part, from payment thereof, or allow any credit or discount thereon, other than as normal and customary in the ordinary course of a Grantor’s business or as required by law.

  • Treatment of Stock Options At the Effective Time, with respect to each outstanding option to purchase Shares (a “Company Option”) under the Company Stock Plans, whether vested or unvested, (x) if the exercise price of such Company Option is equal to or greater than the Cash Election Consideration, such Company Option shall terminate and be cancelled as of immediately prior to the Effective Time, without any consideration being payable in respect thereof, and have no further force or effect, and (y) if the exercise price of such Company Option is less than the Cash Election Consideration, thirty percent (30%) of such Company Options held by each holder thereof (rounded to the nearest whole share), other than any Company Option that is not held by a Company Employee and any Company Option held by a non-employee Director, shall be deemed to be “Rollover Options” and the remaining Company Options (other than Company Options cancelled pursuant to clause (x) above) shall be deemed to be “Cash-Out Options”. At the Effective Time, automatically and without any required action on the part of the holder thereof: (i) each such Cash-Out Option shall terminate and be cancelled as of immediately prior to the Effective Time in exchange for the right to receive, in accordance with this Section 4.6(a), a lump sum cash payment in the amount equal to (i) the number of Shares subject to the Company Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the dollar value of the Cash Election Consideration (the “Cash Award Consideration”), over the applicable exercise price (the “Option Payment”). The Option Payment (if any) payable under this Section 4.6(a) to each former holder of a Company Option that was outstanding immediately prior to the Effective Time shall be paid through the Surviving Company’s payroll to such former holder as soon as practicable following the Effective Time (but in any event not later than ten (10) Business Days thereafter), net of any Taxes withheld pursuant to Section 4.2(h); and (ii) each Rollover Option shall be assumed and converted automatically into a fully-vested option (an “Adjusted Stock Option”) to purchase, on substantially the same terms and conditions (other than vesting) as were applicable under such Rollover Option immediately prior to the Effective Time, the number of shares of Series C Common Stock (rounded down to the nearest whole number of shares) equal to the product of (A) the number of Shares subject to such Rollover Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio, which Adjusted Stock Option shall have an exercise price per share of Series C Common Stock equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (x) the exercise price per Share subject to such Rollover Option immediately prior to the Effective Time, by (y) the Option Exchange Ratio. The “Option Exchange Ratio” shall equal the quotient (rounded to four decimal places) obtained by dividing (i) the weighted average price of the Class A Shares on the NASDAQ on the Trading Day immediately prior to the date of the Effective Time by (ii) the Average Parent Stock Price.

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