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. 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. 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, and at such additional times as the Primary Sponsor may in writing direct, 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 la...
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. (a) The Parties agree that the fair market value of the fixed assets will be as set forth on Exhibit H 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.
(b) The Shareholders and the Purchaser agree that the Purchaser shall perform or cause to be performed an initial valuation of assets and allocation of purchase price of the Companies, on a Company by Company basis, for purposes of Section 338 of the Code. The Purchaser shall provide the Shareholders' Agent with drafts of such valuation of assets and allocation of MADSP (which shall be prepared on a basis consistent with this Section 10.8) within one hundred twenty (120) days after the Closing Date. The Shareholders' Agent shall have forty-five (45) days to provide the Purchaser with any objections to such drafts. If the Shareholders' Agent shall object to the computation or allocation by the Purchaser of such amounts, and the Purchaser and the Shareholders' Agent shall not reach agreement on the computation or allocation within thirty (30) business days after notification by the Shareholders' Agent of its objection, the Purchaser and the Shareholders' Agent shall submit the issue to arbitration by a nationally recognized accounting firm as shall be mutually acceptable to the Purchaser and the Shareholders' Agent for resolution of the disagreement within ten (10) days, it being agreed that the Purchaser and the Shareholders' Agent will jointly share the fees and expenses of such accounting firm. The valuations and allocations determined pursuant to this Section 10.8 shall be used for purposes of all relevant Tax Returns, reports and filings.
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. Seller and Orbital agree to act reasonably and in good faith in preparing all valuations, allocations, Income Tax Returns, and calculations of indemnity amounts under this Section 5.
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.
