LIABILITY ALLOCATIONS Clause Samples

LIABILITY ALLOCATIONS. ‌ 17.1 Liability of ▇▇▇▇ to a Financial Institution where PEXA fails to perform the Services‌ (a) Subject to the exclusions set out in sub-clause 17.2 and the limitations set out in sub-clause 17.3, ▇▇▇▇ will be liable to the Financial Institution for any loss or damage (excluding loss or damage of the kind excluded under paragraph 17.7(a)) that the Financial Institution may suffer or sustain arising from a breach by ▇▇▇▇ of its obligations under paragraph 6.1(a) of this Participation Agreement. The amount of any such loss or damage that is recoverable by the Financial Institution from PEXA will be calculated in accordance with the general law (subject to the exclusion referenced in paragraph 17.7(a)).‌
View SourceView Similar (2)
LIABILITY ALLOCATIONS. 30 17.1 Liability of ▇▇▇▇ to a Financial Institution where PEXA fails to perform the Services 30 17.2 When PEXA will not be liable 30
View Source
LIABILITY ALLOCATIONS 
View Source

Related to LIABILITY ALLOCATIONS

  • Tax Allocations Each item of income, gain, loss or deduction recognized by the Company shall be allocated among the Members for U.S. federal, state and local income tax purposes in the same manner that each such item is allocated to the Member’s Capital Accounts pursuant to Section 3.2(d) or as otherwise provided herein, provided that the Board may adjust such allocations as long as such adjusted allocations have substantial economic effect or are in accordance with the interests of the Members in the Company, in each case within the meaning of the Code and the Treasury Regulations. Tax credits and tax credit recapture shall be allocated in accordance with the Members’ interests in the Company as provided in Treasury Regulations section 1.704-1(b)(4)(ii). Items of Company taxable income, gain, loss and deduction with respect to any property (other than cash) contributed to the capital of the Company or revalued shall, solely for tax purposes, be allocated among the Members, as determined by the Board in accordance with Section 704(c) of the Code, so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its fair market value at the time of contribution or revaluation, as the case may be. All of the Members agree that the Board is authorized to select the method or convention, or to treat an item as an extraordinary item, in relation to any variation of any Member’s interest in the Company described in section 1.706-4 of the Treasury Regulations in determining the Members’ distributive shares of Company items. All matters concerning allocations for U.S. federal, state and local and non-U.S. income tax purposes, including accounting procedures, not expressly provided for by the terms of this Agreement shall be determined by the Board in its sole discretion. Each Class B Ordinary Share is intended to be treated as a profits interest for U.S. federal income tax purposes, and all of the Members agree to report consistently with, and to take any action requested by the Board to ensure, such treatment.