Allocation Agreement Sample Clauses

Allocation Agreement. Prior to the provision of a NMTC Allocation under this Notice of Allocation, the CDFI Fund and the Allocatee must execute an Allocation Agreement. The Allocation Agreement sets forth certain required terms and conditions, as well as approved uses of the NMTC Allocation. The NMTC Allocation is not effective unless and until the Allocation Agreement is fully executed and the CDFI Fund has entered an Effective Date on the first page of the Allocation Agreement. This Notice of Allocation does not constitute an effective NMTC Allocation.

Allocation Agreement. (a) The Manager and Bimini hereby agree that they will make available to the Company pursuant to this Section 1.02 all investment opportunities in Target Assets made available to the Manager or Bimini, as the case may be. (b) Notwithstanding the provisions of Section 1.02(a) hereof, if the amount of available Target Assets is less than the amount needed by the Company, Bimini or any other Manager Account, either the Manager or Bimini, as the case may be, shall allocate such Target Assets to each such Manager Account, Bimini and the Company based on the following factors (the “Allocation Procedures”): (i) the primary investment strategy of Bimini, the relevant Manager Accounts and the Company; (ii) the effect of the Target Assets on the diversification of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio by coupon, purchase price, size, payment characteristics and leverage; (iii) the cash requirements of each of Bimini, the relevant Manager Accounts and the Company; (iv) the anticipated cash flow of each of Bimini’s, the relevant Manager Accounts’ and the Company’s portfolio; and (v) the amount of funds available to each of Bimini, the relevant Manager Accounts and the Company and the length of time such funds have been available for investment. (c) Notwithstanding anything to the contrary in this Agreement, the Allocation Procedures shall not be required to be followed by Bimini or the Manager (i) with respect to the allocation of purchases of whole-pool residential mortgage-backed securities and (ii) if such allocation procedures would result in an inefficiently small amount of Target Assets being purchased for either Bimini, a Manager Account or the Company, as the case may be. (d) If Target Assets are not allocated among Bimini, a Manager Account and/or the Company pursuant to the Allocation Procedures due to the provisions of Section 1.2(c) hereof, either Bimini or the Manager, as the case may be, shall allocate any future purchases of Target Assets that are not subject to the Allocation Procedures in a manner such that, on an overall basis, each of Bimini, the relevant Manager Accounts and the Company are treated equitably.

Allocation Agreement. A document setting forth the allocation of the Purchase Price as provided in Paragraph 1.06.

Allocation Agreement. At a Commingled Point, Transporter and the Commingled Shippers may agree on any Pre-Determined Allocation (“PDA”) methodology that is operationally and administratively feasible.

Allocation Agreement. The allocation of the Purchase Price shall have been determined in accordance with Section 2.08 hereof. Seller shall have the right to waive any of the foregoing conditions precedent, except for the conditions set forth in Sections 10.04 and 10.05.

Allocation Agreement. Purchaser shall have executed the Allocation Agreement.

Allocation Agreement. At the Closing, Purchaser and Seller shall enter into an allocation agreement satisfying the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated pursuant thereto. Neither Purchaser nor Seller shall take a reporting position contrary to the allocation agreement.

Allocation Agreement. Seller and Buyer agree to use their best efforts to enter into an agreement (the “Allocation Agreement”) as soon as practicable following the Closing Date (but in any event no later than 100 days after the Closing Date) to allocate the Purchase Price, the Assumed Liabilities, and all other capitalizable costs among the Assets for all applicable Tax purposes, including Code Section 1060. Buyer shall initially prepare a statement setting forth a proposed computation and allocation of the aggregate purchase price (the “Computation”) and submit it to Seller no later than 14 days after the Closing Date. For all purposes, Seller and Buyer agree that $11,800,000 of the Purchase Price shall be allocated to the sale and purchase of the French Subsidiary and $7,500,000 of the Purchase Price shall be allocated to the sale and purchase of the California Subsidiary. If, within 7 days of Seller’s receipt of the Computation, Seller shall not have objected in writing to such Computation, the Computation shall become the Allocation Agreement. If 21 days after Seller’s receipt of the Computation, Seller and Buyer have not adopted an Allocation Agreement, any disputed aspects of the Allocation Agreement shall be resolved within 60 days of Seller’s receipt of the Computation, by a law firm or internationally recognized independent public accounting firm mutually acceptable to Seller and Buyer (the “Neutral Arbiters”), which shall resolve such dispute pursuant to, first, the terms of this Agreement and, second, the application of applicable Tax Laws to the relevant facts. The decision of the Neutral Arbiters shall be final, and the costs, expenses and fees of the Neutral Arbiters shall be borne equally by Seller and Buyer. Seller and Buyer shall report the Tax consequences of the transactions contemplated by this Agreement consistent with the terms of this Agreement and the Allocation Agreement. After the Closing, from time to time, Seller and Buyer shall agree upon revisions to the Allocation Agreement to reflect any adjustments to the consideration. Any disputes regarding such revisions to the Allocation Agreement shall be resolved by the Neutral Arbiter. Buyer and Seller agree to (i) be bound by the Allocation Agreement, as revised under the terms of this Agreement, (ii) act in accordance with the Allocation Agreement, as revised under the terms of this Agreement, in the preparation of and the filing of all Tax Returns (including filing Forms 8594 with their United States f...

Allocation Agreement. The Vendors covenant that all distributions will be made either (i) in accordance with the Allocation Agreement, or (ii) with the prior written consent of the Purchaser.