General Allocation Principles Sample Clauses

General Allocation Principles. Except as otherwise provided in this Article II or in Section 6.4(a) of this Agreement, all Taxes shall be allocated as follows:

General Allocation Principles. All Taxes shall be allocated as follows:

General Allocation Principles. Except as provided in Section 3(c), all Income Taxes shall be allocated as follows: (i) Jefferies shall be allocated all Taxes attributable to (x) a Jefferies Party and reported, or required to be reported, on a Jefferies Income Tax Return, other than any such Taxes attributable to a SpinCo Partnership Tax Return, or (y) items of income, gain, loss, deduction and credit allocated to Jefferies or another Jefferies Party (directly or through an allocation of such items by a Jefferies Intermediate Entity) on an original SpinCo Partnership Tax Return that was filed prior to the Distribution Date or is filed after the Distribution Date, with respect to a Pre-Distribution Period, and that was prepared in accordance with Section 4, which, for the avoidance of doubt, shall not include Taxes attributable to any Tax Proceeding with respect to a SpinCo Partnership Tax Return or any amended SpinCo Partnership Tax Return, including by way of an administrative adjustment request or other procedure provided for under the Partnership Tax Audit Provisions, filed after the Distribution Date in connection with a Tax Proceeding. (ii) SpinCo shall be allocated (w) all Taxes attributable to any SpinCo Party and reported, or required to be reported, on a SpinCo Separate Income Tax Return for any Post-Distribution Period and (x) all Taxes attributable to any SpinCo Partnership Tax Return that is subject to a Tax Proceeding, including under the Partnership Tax Audit Provisions, that concludes after the Distribution Date, including any “imputed underpayment” imposed pursuant to the Partnership Tax Audit Provisions. SpinCo shall not (y) amend or cause the amendment of any SpinCo Partnership Tax Return with respect to a Pre-Distribution Period, or require any Jefferies Party or any Jefferies Intermediate Entity to amend any Income Tax Return, or (z) make any “push-out” election, pursuant to the Partnership Tax Audit Provisions, with respect to a Tax Proceeding with respect to a Pre-Distribution Period.

General Allocation Principles. Except as otherwise provided in this Section 2.4, the ownership and operation of the Business, and the revenues, expenses, and liabilities attributable thereto, including power and utilities charges, rents and income, and other accruing, prepaid and deferred items, will be prorated between Seller and Purchaser in accordance with the following principles: (i) Seller will be allocated revenues earned or accrued, and expenses, costs and liabilities incurred in or allocable, with respect to the Business through the Effective Time, (ii) Purchaser will be allocated revenues earned or accrued, and expenses, costs and liabilities incurred in or allocable, with respect to the Business after the Effective Time, and (iii) all Indebtedness of the TSG Companies will be allocated to Seller (excluding any Indebtedness that will be paid off at Closing). Seller shall remain or be solely liable with respect to the Retained Liabilities whether arising before or after Closing Date. There shall be no adjustment for, and Seller shall remain or be solely liable with respect to, all FCC regulatory fees imposed or incurred by reason of Seller’s ownership (direct or indirect) of the Station or WLYH prior to the Closing Date, and the parties agree that there shall be included in the Prorations calculated under Section 2.5 below a credit for any such fees to be paid by Purchaser (or by a Target Company, after the Effective Time) in 2006 or 2007, as applicable, and attributable to the period prior to the Closing Date based on an agreed upon good faith estimate of such fees and Prorations. At the Closing, the Purchase Price will be increased or decreased, as appropriate, in order to give effect to this Section 2.4(a) and Sections 2.4(b) and (c), based on the estimate described in Section 2.5(a).

General Allocation Principles. All Expenses that relate to multiple products (including inotersen, IONIS-TTR-LRx, and non-Products (e.g., volanesorsen and other Akcea products or Ionis products) will be allocated and accounted for in accordance with this Section 2 (General Allocation Principles). Such costs will be allocated according to the allocation methods agreed by the Parties for each Calendar Year unless there is a material change in which case, the Parties will update the allocation methods in accordance with the procedures outlined in this Schedule 6.4.1. Once agreed, the Parties will record in the JSC minutes the allocation methodology, allocations, and the schedule of monthly and quarterly reporting and reconciling. a) Personnel Expenses i) Where personnel are split across multiple products (including inotersen, IONIS-TTR-LRx, and non-Products (e.g., volanesorsen and other Akcea products or Ionis products), the general presumption is that the cost should be evenly split on a pro-rata basis based on the number of products for which such personnel perform activities (e.g., 50/50 for two products, or 1/3 for three products). ii) If there is evidence that such a pro-rata split would not be reflective of the effort, then the allocation of personnel cost for a manager or a department will be presumed to be best measured based on the percentage of headcount that reports to that manager or department head (e.g., inotersen dedicated headcount reporting to a country General Manager divided by the total headcount reporting to a country General Manager who are dedicated to any product or IONIS-TTR-LRx dedicated headcount reporting to the Vice President of Biostatistics divided by the total headcount reporting to the Vice President of Biostatistics). iii) For Internal Expenses, if headcount is determined to not be a reasonable allocation basis, then a rational basis (preferably a measurable and activity-based measure) for allocation of a department head should be determined unless the result of such an alternative allocation for such department head would not be different by more than $50,000 on an annual basis from the split achieved using a pro-rata allocation based on the number of products as set forth under Section 2(a)(i) above, in which case such pro-rata allocation based on the number of products should be employed.

General Allocation Principles. Schedule 1 has been prepared by A and B to reflect the initial values which the parties attribute to the assets and business of C in each country or region set forth thereon. Schedule 2 designates the party which will have the primary right (a "primary party") to be allocated the assets and businesses of C in certain countries or regions outside the UK, Ireland, the United States, Australia and New Zealand (or, in those cases indicated in such schedule, the asset sharing in such countries or regions between the parties) in accordance with the procedures hereinafter set forth.

General Allocation Principles. All Expenses that relate to multiple products (including inotersen, IONIS-TTR-LRx, and non-Products (e.g., volanesorsen and other Akcea products or Ionis products) will be allocated and accounted for in accordance with this Section 2 (General Allocation Principles). Such costs will be allocated according to the allocation methods agreed by the Parties for each Calendar Year unless there is a material change in which case, the Parties will update the allocation methods in accordance with the procedures outlined in this Schedule 6.4.1. Once agreed, the Parties will record in the JSC minutes the allocation methodology, allocations, and the schedule of monthly and quarterly reporting and reconciling.

General Allocation Principles. Seller shall be allocated and shall be solely responsible for any Seller Taxes. Buyer shall be allocated and shall be solely responsible for any Taxes, other than Seller Taxes, imposed on or with respect to the Purchased Companies, the Purchased Assets and the Assumed Liabilities.