Valuation and Allocation. The Trustee shall hold the Trust Fund as a commingled fund or commingled funds in which each separate Plan shall be deemed to have a proportionate undivided interest in the fund or funds in which it participates, except that each fund or asset identified by the Committee as allocable to a particular Plan Account, herein referred to as an "identified fund" or "identified asset", and income, appreciation or depreciation and expenses attributable to a particular Plan Account or to an identified asset thereof, shall be allocated or charged to that Plan Account. Contributions shall be designated by the Committee as allocable, and distributions shall be designated by the Committee as chargeable, to a particular Plan Account and shall be so allocated or charged. Upon the direction of the Committee or its designee, the Trustee shall periodically determine the value of each Plan Account on such basis as the Trustee and the Committee or its designee shall from time to time agree (considering the fair market value of the assets initially received from the predecessor trustee or the Company with respect to the Plan and subsequent contributions and distributions, net income, net appreciation or depreciation and expenses attributable to the Plan) and shall render a statement thereof to the Committee within 60 days after each valuation date.
Valuation and Allocation. Sellers and Purchaser agree to allocate the Purchase Price to be paid for the Purchased Assets in accordance with Section 1060 of the Code. Purchaser shall provide Sellers with drafts of such allocation within one hundred and twenty (120) days after the Closing Date. Sellers shall have forty-five (45) days to provide Purchaser with any objections to such drafts. If the Sellers shall object to the computation or allocation by Purchaser of such amounts, and the Sellers and Purchaser shall not reach agreement on the computation or allocation within thirty (30) Business Days after notification by the Sellers of its objection, the Sellers and Purchaser shall submit the issue to arbitration by a nationally recognized accounting firm as shall be mutually acceptable to the Sellers and Purchaser for resolution of the disagreement within ten (10) days, it being agreed that the Sellers and Purchaser will jointly share the fees and expenses of such accounting firm. The valuations and allocations determined pursuant to this Section 8.6 shall be used to file timely any information that may be required to be filed pursuant to Treasury Regulations promulgated under Section 1060(b) of the Code, and shall be used in connection with the preparation of Internal Revenue Service Form 8594 as such form relates to the transactions contemplated by this Agreement. Neither the Sellers nor Purchaser shall file any Tax Return or other document or otherwise take any position which is inconsistent with the allocation determined pursuant to this Section 8.6 except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision.
Valuation and Allocation. Commingled Funds and Separate Accounts 4 2.4 Trustees’ Duties 5 2.5 Qualification of Trust 5
Valuation and Allocation. Sellers and Purchaser agree that those assets set forth on Schedule 9.8 have a fair market value as set forth on such schedule. If the Purchaser elects to file a ss.338(h)(10) election pursuant to the provisions of Section 9.7, the Purchaser shall perform a valuation of assets of those assets of the Company that are not set forth on Schedule 9.8 and an allocation of the Modified Aggregate Deemed Sale Price ("MADSP") of the Company among all assets of the Company for purposes of the elections under Section 338(h)(10) of the Code and under the comparable Florida law. Purchaser shall provide Sellers with drafts of such valuation of assets and allocations of MADSP, prepared on a basis consistent with the valuation of such assets set forth on Schedule 9.8, within 15 days after the final determination of the Closing Net Working Capital Statement as provided in Section 2.3 of this Agreement. Sellers shall have 15 days to provide the Purchaser with any objections to such drafts. The valuations and allocations determined pursuant to this Section 9.8 shall be used for purposes of all relevant Tax Returns, reports and filings that are filed by Purchaser, the Company and the Sellers. Sellers shall not be liable to Purchaser for any Taxes incurred by Purchaser or the Company with respect to any Post-Closing Tax periods that directly or indirectly are attributable to any challenge by a Tax authority of the computation of allocation of the MADSP pursuant to this Section 9.8.
Valuation and Allocation. The Trustee shall hold the Fund as a commingled fund or commingled funds in which each Separate Plan shall be deemed to have a proportionate undivided interest in the fund or funds in which it participates, except that each fund or asset identified by the Committee as allocable to a particular Plan Account, herein referred to as an "identified fund" or "identified asset," and income, appreciation or depreciation and expenses attributable to a particular Plan Account or to an identified asset thereof, shall be allocated or charged to that Plan Account. Contributions to a Separate Plan shall be designated by the administrator of the Separate Plan as allocable, and distributions from a Separate Plan shall be designated by the administrator of the Separate Plan as chargeable, to a particular Plan Account and shall be so allocated or charged. The beneficial interest of each Separate Plan shall be available solely to satisfy the benefits payable under such Separate Plan and shall not be available to satisfy the benefits payable under any other Separate Plan or any other plan. At the close of business at the end of each month and at such other times as directed by the Committee, the Trustee shall periodically determine the value of each Plan Account on such basis as the Trustee and the Committee shall from time to time agree (considering the fair market value of the assets initially received from the predecessor trustee and subsequent contributions and distributions, net income, net appreciation or depreciation and expenses attributable to the Separate Plan) and shall render a statement thereof to the Committee and the administrator of the respective Separate Plan within ninety (90) days after each valuation date. ARTICLE THREE
Valuation and Allocation. A. For all purposes under the Plan and the Trust, including particularly, but without limitation, valuing the Fund and each Member's Account and allocating to each Member's Account its share of the net income or net loss of the Fund, the following rules shall apply:
Valuation and Allocation. (a) The parties agree that the fair market value of the fixed assets will be as set forth on Exhibit I attached hereto, unless prior to the Closing Date, the parties mutually agree that an adjustment to such valuation is necessary to reflect any valuation changes after the date hereof.
Valuation and Allocation. (a) The parties agree that the fair market value of the fixed assets of Continental will be as set forth on Exhibit G attached hereto, unless the parties otherwise agree.
Valuation and Allocation. Seller and Purchasers agree to allocate the Purchase Price and Assumed Obligations for purposes of any Taxes that may be affected by such allocation in accordance with Section 3.6. Seller and Purchasers will act reasonably and in good faith to reach an agreement promptly after the Closing on a further allocation of the Purchase Price and Assumed Obligations for API and its Subsidiaries to categories of assets as required for purposes of Section 338 under the Code. Neither FW or Seller shall unreasonably withhold consent to the manner of valuation or allocation employed. If FW and Seller are unable to reach a mutually acceptable valuation of assets and allocation of Purchase Price and Assumed Obligations within 120 days after the Closing Date, FW and Seller shall submit the issue to arbitration by a nationally recognized accounting firm as shall be mutually acceptable to FW and Seller for resolution of the disagreement within thirty (30) days, it being agreed that FW and Seller will jointly share the fees and expenses of such accounting firm. The valuations and allocations determined pursuant to this Section 11.6 shall be used for purposes of all relevant Tax Returns, reports and filings, but shall not be relevant or have any effect on any other provision of this Agreement, including, without limitation, on the Preliminary Closing Balance Sheet, the Final Closing Balance Sheet or any calculation based thereon or the allocation made under Section 3.6 of this Agreement except insofar as these other provisions relate to or affect Taxes or Tax Returns.
Valuation and Allocation. To the extent Section 338 ------------------------ Elections are to be made as provided in Section 8.4, Parent and Purchaser will act reasonably and in good faith to reach an agreement promptly after the Closing Date on an allocation of the "adjusted grossed-up basis" of the Stock (within the meaning of Treasury Regulations Section 1.338(h)(10)-lT(e)) for the Company and its Subsidiaries to categories of assets as required for purposes of Section 338 under the Code. Neither Parent nor Purchaser shall unreasonably withhold consent to the manner of valuation or allocation employed. If Parent and Purchaser are unable to reach a mutually acceptable valuation of assets and allocation of the "adjusted grossed-up basis" within 120 days after the Closing Date, they shall submit the issue to arbitration by a nationally recognized accounting firm as shall be mutually acceptable to each of them for resolution of the disagreement within thirty days, it being agreed that Parent and Purchaser will jointly share the fees and expenses of such accounting firm. The valuations and allocations determined pursuant to this Section 8.5 shall be used for purposes of all relevant Tax Returns, reports and filings, but shall not be relevant or have any effect on any other provision of this Agreement, except insofar as these other provisions relate to or affect Taxes or Tax Returns.
