Final Allocation Sample Clauses
Final Allocation. After paying all liabilities to creditors and providing for reserves in accordance with Section 11.2, the Manager or liquidating trustee, as the case may be, shall make a final allocation of all items comprising Net Income and Net Loss to the Members’ Capital Accounts in accordance with Article VIII, which allocation shall take into account any unrealized gains and losses with respect to assets to be distributed in kind in accordance with Sections 1.704 1(b)(2)(iv)(e) and 1.704 1(b)(2)(iv)(f) of the Regulations.
Final Allocation. Upon notification by the Owner that the building has been placed in service, and compliance by the Owner with the requirements of the Authority for a final allocation of tax credits, the Authority will issue an IRS Form 8609 with respect to such building to the extent required by, and in accordance with, applicable Federal law then governing allocation of tax credits under Section 42 of the Code. The total dollar amount of 2025 tax credits reflected on such Form 8609 will not exceed the housing tax credit dollar amount allocated to the building(s) as set forth in the Carryover Allocation.
Final Allocation. The term “Final Allocation” has the meaning set forth in Section 1.08(b).
Final Allocation. Upon notification by the Owner to NIFA that the Development has been placed in service and satisfaction of all requirements in the Final Cost Certification Procedures Manual, NIFA will issue IRS Form 8609 to the Owner of such building to the extent required and in accordance with Code Section 42.
Final Allocation. 44 Form 8023..........................................
Final Allocation. Within one hundred twenty (120) days after Closing, Buyer shall provide Seller with a draft final allocation (the "Final Allocation") of the Purchase Price and Assumed Liabilities among the Buyer Entities and Seller and its Subsidiaries and among the Purchased Assets and the Non-Competition and Non-Solicitation Agreements referred to in Section 10 in accordance with Schedule 1.8. Seller shall have thirty (30) days to review and comment on such draft Final Allocation. Any disputes regarding the Final Allocation shall be submitted for resolution by a nationally recognized accounting expert as mutually agreed by Buyer and Seller. Such Final Allocation shall be binding upon Buyer, the Buyer Entities and Seller for all purposes (including financial accounting purposes, financial and regulatory reporting purposes and tax purposes) unless otherwise required by applicable law. Each of the Buyer Entities and Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other Party may reasonably request to prepare such Final Allocation. The Buyer Entities and Seller also each agree to file all tax returns consistently with the foregoing Final Allocation and in accordance with Section 1060 of the Code. Seller and the Buyer Entities shall cooperate to adjust the Final Allocation to the extent the Purchase Price is adjusted under this Agreement."
Final Allocation. You have irrevocably agreed to subscribe for in cash the Relevant Shares (as defined below) and to make a payment for subscribing for or purchasing the Relevant Shares (as defined below) representing the aggregate of the Placing Price for the Relevant Shares (as defined below) you have agreed to subscribe for, together with the Stock Exchange trading fee of 0.005 per cent. and transaction levy of 0.0027 per cent. imposed by the SFC and one per cent. of the related brokerage thereon (the “Subscription Money”). The final allocation to you is [*] Shares (the “Relevant Shares”).
Final Allocation. Final allocations from the Angel Bonus Pool to individual contracts (i.e., an Angel Bonus) are determined by taking the Angel Score for an eligible contract, dividing it by the sum of all Angel Scores for all eligible contracts, and multiplying the result by the total amount available in the Angel Bonus Pool. This process distributes the total value of the Angel Bonus Pool to individual contracts proportionally, based on their Angel Score.
Final Allocation. With respect to any new money Obligations, once the Financed Property (defined below) relating to the new money Obligations has been placed in service, the Responsible Person will identify all investment earnings from any investment of proceeds of the Obligations (such proceeds together with such investment earnings are hereinafter referred to as “Proceeds”), compile and reconcile all expenditures of such Proceeds to identify the specific costs paid from such Proceeds and the dates such costs were paid, identify the economic useful lives of each asset financed by the Proceeds, identify the payee or payees who received the Proceeds and confirm that the Financed Property is not used in violation of any religious use limitations and covenants the Corporation made with respect to the Obligations. The Responsible Person will retain such information with its books and records for the Obligations in the manner and for the duration required by Section 9 below.
Final Allocation. (a) Seller and Purchaser agree to allocate the Purchase Price based on an estimate of the fair market value of the Acquired Entities and other Acquired Assets consistent with the arm’s length principles and in accordance with (a) relevant Law and (b) the methodologies set forth on Schedule 3.5 (the “Allocation”). No later than December 15, 2019, Seller shall deliver to Purchaser the initial Allocation. Seller shall consider in good faith any reasonable comments to the initial Allocation received from Purchaser in writing within 30 days after the delivery of the initial Allocation to Purchaser. Seller and Purchaser shall reasonably cooperate to promptly resolve any disputes with respect to the initial Allocation and any such agreed upon Allocation shall constitute the “Final Allocation.” If Seller and Purchaser cannot agree upon the Allocation, then the items in dispute shall be submitted to the valuation department or division of the Independent Accounting Firm, to be determined pursuant to Section 3.2(d) (the “Independent Valuation Expert”), and the Independent Valuation Expert’s decision on such disputed matters, together with any agreed upon matters, shall constitute the Final Allocation. Seller and Purchaser shall use their commercially reasonable efforts to cause the Independent Valuation Expert to make its determination as promptly as possible and in any event within 30 days after the Independent Valuation Expert has been retained, including by promptly complying with all reasonable requests for information, books, records, and similar items (except to the extent privileged). The cost and expense of the Independent Valuation Expert shall be borne 50% by Seller and 50% by Purchaser. Each of Seller and Purchaser and their respective Affiliates shall (a) timely file all forms and Tax Returns required to be filed in connection with the Final Allocation, (b) be bound by such Final Allocation for purposes of determining Taxes related to the transfer of the Acquired Entities and the Acquired Assets, (c) prepare and file, or cause to be prepared and filed, its Tax Returns on a basis consistent with such Final Allocation and (d) take no position, or cause no position to be taken, inconsistent with such Final Allocation on any applicable Tax Return, in any Proceeding before any Governmental Authority, in any report made for Tax purposes, in any Tax litigation, or otherwise with respect to any Tax, unless otherwise required pursuant to a determination within th...