Valuation and Allocation Sample Clauses

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 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 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 sixty (60) days after each valuation date."

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. 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. (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. (b) The Purchasers and the Seller shall use their best efforts to agree, as soon as practicable after Closing but in no event later than 90 days following the Closing Date, on the computation of the modified aggregate deemed sale price ("MADSP") (as defined under Treasury Regulations) (which shall be prepared on a basis consistent with Section 9.8(a)) and the allocation of the MADSP among the assets as of the Closing Date. The Seller and the Purchasers agree that the Purchasers shall perform or cause to be performed an initial valuation of assets and allocation of purchase price of Continental for purposes of Section 338 of the Code. The Purchasers shall provide the Seller with drafts of such valuation of assets and allocation of MADSP within 60 days after the Closing Date and access (during normal working hours) for Seller and his representatives to the books and records supporting such valuation and allocation. The Seller shall have 15 days to provide the Purchasers with any objections to such drafts. If the Seller shall object to the computation or allocation by the Purchasers of such amounts, and the Purchasers and the Seller shall not reach agreement on the computation or allocation within 15 days after notification by the Seller of his objection, the Purchasers and the Seller shall submit the issue to arbitration by a nationally recognized accounting firm as shall be mutually acceptable to the Purchasers and the Seller for resolution of the disagreement within 30 days, it being agreed that the Purchasers and the Seller will jointly share the fees and expenses of such accounting firm. The valuations and allocations determined pursuant to this Section 9.8 shall be used for purposes of all relevant Tax Returns, reports and filings.

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: 1. Transfers or payments of funds or assets and the income, gain, loss, or expenses attributable thereto between Investment Funds shall be deemed made as of the Valuation Date coinciding with or immediately following the actual receipt of transfer or payment instructions in good order, and the funds or assets shall not be credited or charged after such date with any earnings or losses of the Investment Fund from which transferred or paid but shall be credited or charged after such date with any earnings or losses of the Investment Fund to which transferred or paid. 2. Transfers or payments from an Investment Fund to a Member or his Beneficiary between Valuation Dates shall be charged against the interest of the Member in the Investment Fund as of the Valuation Date coinciding with or immediately following the actual receipt of transfer or payment instructions in good order and contributions to an Investment Fund which are allocated to the Account of a Member between Valuation Dates shall be credited to the interest of such Member in such Investment Fund as of the Valuation Date coinciding with or immediately following the actual receipt of transfer or payment instructions in good order. 3. Fair market value of the assets of each Investment Fund shall be determined separately and the net income or net loss of each Investment Fund shall be determined separately. 4. The value of a Member's Account, to the extent invested in Investment Funds, shall be the sum of his proportionate interests in each of the Investment Funds, and the aggregate net income or net loss allocated to a Member's Account shall be the aggregate of the net income or net loss allocated to his proportionate interests in each of the Investment Funds. B. Subject to the provisions of Subsections C. and D. below, the Trustee shall as of each Valuation Date, determine the net income or net loss and the fair market value of the assets in the Fund and each Investment Fund, respectively, as determined below: 1. To the cash income, if any, since the last Valuation Date, there shall be added or subtracted, as the case may be, any net increase or decrease, since the last Valuation Date, in the fair market value of the assets of the Fund or ...

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. Commingled Funds and Separate Accounts 4 2.4 Trustees’ Duties 5 2.5 Qualification of Trust 5

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 Administrative 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 Administrative Committee as allocable, and distributions shall be designated by the Administrative Committee as chargeable, to a particular Plan Account and shall be so allocated or charged. Upon the direction of the Administrative Committee the Trustee shall periodically determine the value of each Plan Account on such basis as the Trustee and the Administrative Committee 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 Administrative Committee within 120 days after each valuation date.

Valuation and Allocation. For purposes of valuing Company Shares and/or crediting Company Shares to a Participant’s Account, in order to adjust the number of shares credited to such Account, the Plan Administrator may establish such rules as he deems appropriate and also may adjust the average price per share as may be necessary to reflect appropriately the effect of any stock dividend, stock split, subdivision, reclassification, combination or other event affecting Company Shares held or acquired hereunder. Company Shares will be held by the Trustee and may be registered in the name of the Trustee or its nominee.

Valuation and Allocation. (a) Presstek and Parent agree that Parent shall prepare or cause to be prepared an initial valuation of assets and allocation of Initial Purchase Price, as adjusted hereunder, of the Company for purposes of Section 338 of the Code. Parent shall provide Presstek with drafts of such valuation of assets and allocation of ADSP within one hundred and twenty (120) days after the Closing Date. Presstek shall have forty-five (45) days to provide Parent with any objections to such drafts. If Presstek shall object to the computation or allocation by Parent of such amounts, and Parent and Presstek shall not reach agreement on the computation or allocation within thirty (30) Business Days after notification by Presstek of his objection, Parent and Presstek shall submit the issue to arbitration by the Arbitrator for resolution of the disagreement within ten (10) days, it being agreed that Parent and Presstek will jointly share the fees and expenses of such accounting firm. The valuations and allocations determined pursuant to this Section 9.8(a) shall be used for purposes of all relevant Returns, reports and filings. (b) This Agreement shall constitute the Company’s plan of complete liquidation for purposes of Section 332 of the Code.