Allocation Agreement Sample Contracts

Reallocation Agreement Among (February 26th, 2018)

THIS REALLOCATION AGREEMENT, dated as of the 28th day of July, 1981 among Arkansas Power & Light Company (AP&L), Louisiana Power & Light Company (LP&L), Middle South Energy, Inc. (MSE), Mississippi Power & Light Company (MP&L), and New Orleans Public Service Inc. (NOPSI), covers and pertains to the rights, benefits and obligations of the Parties with respect to the MSE share of the Grand Gulf Nuclear Project (Project) and in particular Section 4 of the Second Amendment to Availability Agreement dated June 15, 1981, and Section 3 of the Power Purchase Advance Payment Agreement dated June 15, 1981,

Employee Leasing and Overhead Allocation Agreement (May 15th, 2017)

This EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENT (the Agreement), dated July 1, 2016, is made and entered into by and between Napo Pharmaceuticals, Inc., a Delaware corporation (Napo), and Jaguar Animal Health, Inc., a Delaware corporation (JAGX), with reference to the following facts:

Sentio Healthcare Properties Inc – Merger Consideration Allocation Agreement (May 4th, 2017)

This Merger Consideration Allocation Agreement (this "Agreement") is made and entered into as of May 3, 2017 by and among Sentio Healthcare Properties, Inc., a Maryland corporation (the "Company"), Sentio Healthcare Properties OP, L.P., a Delaware limited partnership (the "Operating Partnership"), Sentinel RE Investment Holdings LP, a Delaware limited partnership (the "Investor"), Sentio Investments, LLC, a Florida limited liability company (the "Advisor"), and, solely with respect to Section 3, Section 5, Section 6, Section 7, and Section 10, KAREP Master JV LLC, a Delaware limited liability company ("Parent").

Sentio Healthcare Properties Inc – Merger Consideration Allocation Agreement (May 4th, 2017)

This Merger Consideration Allocation Agreement (this "Agreement") is made and entered into as of May 3, 2017 by and among Sentio Healthcare Properties, Inc., a Maryland corporation (the "Company"), Sentio Healthcare Properties OP, L.P., a Delaware limited partnership (the "Operating Partnership"), Sentinel RE Investment Holdings LP, a Delaware limited partnership (the "Investor"), Sentio Investments, LLC, a Florida limited liability company (the "Advisor"), and, solely with respect to Section 3, Section 5, Section 6, Section 7, and Section 10, KAREP Master JV LLC, a Delaware limited liability company ("Parent").

Appdynamics Inc – Allocation Agreement (December 28th, 2016)

This Allocation Agreement (the Agreement) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the Company) and Adage Capital Partners, LP (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Appdynamics Inc – Allocation Agreement (December 28th, 2016)

This Allocation Agreement (the Agreement) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the Company) and General Atlantic (AD), L.P. (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Appdynamics Inc – Allocation Agreement (December 28th, 2016)

This Allocation Agreement (the Agreement) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the Company) and Altimeter Partners Fund, L.P. (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Starwood Property Trust – Amendment No. 2 to Co-Investment and Allocation Agreement (November 22nd, 2016)

This AMENDMENT NO. 2 TO CO-INVESTMENT AND ALLOCATION AGREEMENT (this Amendment) is dated as of November 21, 2016, by and among Starwood Property Trust, Inc., a Maryland corporation (the Company), SPT Management, LLC, a Delaware limited liability company (the Manager), and Starwood Capital Group Global, L.P., a Delaware limited partnership (Starwood Capital Group).

Fulgent Diagnostics, Inc. – Contribution and Allocation Agreement (September 2nd, 2016)

This CONTRIBUTION AND ALLOCATION AGREEMENT (this Agreement) is dated as of May 19, 2016, by and among Ming Hsieh (the Contributor), Fulgent Pharma LLC, a California limited liability company (Pharma) and Fulgent Therapeutics LLC, a California limited liability company (the Company). Contributor, Pharma and the Company are sometimes hereinafter collectively referred to as the Parties and individually as a Party.

Appdynamics Inc – Allocation Agreement (August 24th, 2016)

This Allocation Agreement (the Agreement) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the Company) and Altimeter Partners Fund, L.P. (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Appdynamics Inc – Allocation Agreement (August 24th, 2016)

This Allocation Agreement (the Agreement) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the Company) and General Atlantic (AD), L.P. (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Appdynamics Inc – Allocation Agreement (August 24th, 2016)

This Allocation Agreement (the Agreement) is made and entered into as of November 8, 2015, by and between AppDynamics, Inc., a Delaware corporation (the Company) and Adage Capital Partners, LP (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Fulgent Diagnostics, Inc. – Contribution and Allocation Agreement (June 9th, 2016)

This CONTRIBUTION AND ALLOCATION AGREEMENT (this Agreement) is dated as of May 19, 2016, by and among Ming Hsieh (the Contributor), Fulgent Pharma LLC, a California limited liability company (Pharma) and Fulgent Therapeutics LLC, a California limited liability company (the Company). Contributor, Pharma and the Company are sometimes hereinafter collectively referred to as the Parties and individually as a Party.

Management Fee and Corporate Allocation Agreement (February 29th, 2016)

THIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this "Agreement") is dated as of November 20, 2014, (the "Execution Date") by and among Wynn MA, LLC, a Nevada limited liability company (the "Company") and Wynn Resorts, Limited, a Nevada corporation (the "Resorts), with reference to the following:

Babcock & Wilcox Company – ASSUMPTION AND LOSS ALLOCATION AGREEMENT by and Among ACE American Insurance Company, Acting for Itself and the ACE Affiliates (As Defined Below) and Babcock & Wilcox Enterprises, Inc., a Corporation Organized and Existing Under the Laws of the State of Delaware and the Babcock & Wilcox Company, a Corporation Organized and Existing Under the Laws of the State of Delaware RECITALS (August 5th, 2015)

THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the Agreement), is entered into and effective as of June 19, 2015 (the Effective Date) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the Company), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (SpinCo), and The Babcock & Wilcox Company, a Delaware corporation (RemainCo), and, solely with respect to Sections 2, 3 and 5(c), the other SpinCo Entities signatory hereto and the other RemainCo Entities signatory hereto.

Babcock & Wilcox Enterprises, Inc. – ASSUMPTION AND LOSS ALLOCATION AGREEMENT by and Among ACE American Insurance Company, Acting for Itself and the ACE Affiliates (As Defined Below) and Babcock & Wilcox Enterprises, Inc., a Corporation Organized and Existing Under the Laws of the State of Delaware and the Babcock & Wilcox Company, a Corporation Organized and Existing Under the Laws of the State of Delaware RECITALS (August 4th, 2015)

THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the Agreement), is entered into and effective as of June 19, 2015 (the Effective Date) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the Company), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (SpinCo), and The Babcock & Wilcox Company, a Delaware corporation (RemainCo), and, solely with respect to Sections 2, 3 and 5(c), the other SpinCo Entities signatory hereto and the other RemainCo Entities signatory hereto.

Starwood Property Trust – Amendment No. 1 to Co-Investment and Allocation Agreement (June 25th, 2015)

This AMENDMENT NO. 1 TO CO-INVESTMENT AND ALLOCATION AGREEMENT (this Amendment) is dated as of June 19, 2015, by and among Starwood Property Trust, Inc., a Maryland corporation (the Company), SPT Management, LLC, a Delaware limited liability company (the Manager), and Starwood Capital Group Global, L.P., a Delaware limited partnership (Starwood Capital Group).

Babcock & Wilcox Enterprises, Inc. – FORM OF ASSUMPTION AND LOSS ALLOCATION AGREEMENT by and Among ACE American Insurance Company, Acting for Itself and the ACE Affiliates (As Defined Below) and Babcock & Wilcox Enterprises, Inc., a Corporation Organized and Existing Under the Laws of the State of Delaware and the Babcock & Wilcox Company, a Corporation Organized and Existing Under the Laws of the State of Delaware RECITALS (May 6th, 2015)

THIS ASSUMPTION AND LOSS ALLOCATION AGREEMENT (the Agreement), is entered into and effective as of [*], 2015 (the Effective Date) by and among ACE AMERICAN INSURANCE COMPANY, individually and acting for the ACE Affiliates (in such capacities, the Company), Babcock & Wilcox Enterprises, Inc., a Delaware corporation (SpinCo), and The Babcock & Wilcox Company, a Delaware corporation (RemainCo), and, solely with respect to Sections 2, 3 and 5(c), the other SpinCo Entities signatory hereto and the other RemainCo Entities signatory hereto.

American Energy Capital Partners, LP – Investment Opportunity Allocation Agreement (May 1st, 2015)

This INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT (this "Agreement") is dated effective as of October 24, 2014, by and among American Energy Capital Partners, LP, a Delaware limited partnership ("AECP"), AECP Management, LLC, an Oklahoma limited liability company (the "Manager") and American Energy Management Services, LLC, an Oklahoma limited liability company ("AEMS").

Corporate Allocation Agreement (March 2nd, 2015)

THIS CORPORATE ALLOCATION AGREEMENT (this "Agreement") is made as of September 19, 2009, by and among Wynn Macau, Limited, an exempt company with limited liability under the laws of the Cayman Islands (the "Company"), and Wynn Resorts, Limited, a Nevada corporation ("Resorts"), with reference to the following:

Management Fee and Corporate Allocation Agreement (March 2nd, 2015)

THIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this "Agreement") is dated as of February 26, 2015, (the "Execution Date") by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the "Company") and Wynn Resorts, Limited, a Nevada corporation (the "Resorts), with reference to the following:

Management Fee and Corporate Allocation Agreement (February 27th, 2015)

THIS MANAGEMENT FEE AND CORPORATE ALLOCATION AGREEMENT (this "Agreement") is dated as of February 26, 2015, (the "Execution Date") by and among Wynn Las Vegas, LLC, a Nevada limited liability company (the "Company") and Wynn Resorts, Limited, a Nevada corporation (the "Resorts), with reference to the following:

Allocation Agreement (November 10th, 2014)

This ALLOCATION AGREEMENT (the Agreement) is made and entered into as of March 24, 2014, by and among Hortonworks, Inc., a Delaware corporation (the Company) and Passport Capital, LLC (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Employee Leasing and Overhead Allocation Agreement (August 27th, 2014)

This EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENT (the Agreement), dated July 1, 2013, is made and entered into by and between Napo Pharmaceuticals, Inc., a Delaware corporation (Napo), and Jaguar Animal Health, Inc., a Delaware corporation (JAG), with reference to the following facts:

Employee Leasing and Overhead Allocation Agreement (August 11th, 2014)

This EMPLOYEE LEASING AND OVERHEAD ALLOCATION AGREEMENT (the Agreement), dated July 1, 2013, is made and entered into by and between Napo Pharmaceuticals, Inc., a Delaware corporation (Napo), and Jaguar Animal Health, Inc., a Delaware corporation (JAG), with reference to the following facts:

Allocation Agreement (August 11th, 2014)

This ALLOCATION AGREEMENT (the Agreement) is made and entered into as of March 24, 2014, by and among Hortonworks, Inc., a Delaware corporation (the Company) and Passport Capital, LLC (the Investor). All capitalized terms not otherwise defined shall have the respective meanings ascribed thereto in Section 4.

Government Pptys Income Tr – Allocation Agreement (July 14th, 2014)

THIS ALLOCATION AGREEMENT (this Agreement), dated as of July 8, 2014, is between Government Properties Income Trust, a Maryland real estate investment trust (GOV), and Reit Management & Research LLC, a Delaware limited liability company (RMR and together with GOV, the Purchasers).

Bluerock Residential Growth REIT, Inc. – Investment Allocation Agreement (April 8th, 2014)

This INVESTMENT ALLOCATION AGREEMENT (this "Agreement") is dated as of April 2, 2014, by and among Bluerock Residential Growth REIT, Inc., a Maryland corporation (the "Company"), Bluerock Residential Holdings, LP, a Delaware limited partnership (the "Operating Partnership"), BRG Manager, LLC, a Delaware limited liability company (the "Manager"), and Bluerock Real Estate, L.L.C., a Delaware limited liability company ("Bluerock"). Capitalized terms used herein and not otherwise defined are as defined on Schedule I hereto.

Starwood Waypoint Residential Trust – Co-Investment and Allocation Agreement (February 5th, 2014)

This CO-INVESTMENT AND ALLOCATION AGREEMENT (this Agreement) is dated as of January 31, 2014, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the Company), SWAY Management LLC, a Delaware limited liability company (the Manager) and Starwood Capital Group Global, L.P., a Delaware limited partnership (Starwood Capital Group).

Starwood Waypoint Residential Trust – Co-Investment and Allocation Agreement (December 23rd, 2013)

This CO-INVESTMENT AND ALLOCATION AGREEMENT (this Agreement) is dated as of , 2014, by and among Starwood Waypoint Residential Trust, a Maryland real estate investment trust (the Company), SWAY Management LLC, a Delaware limited liability company (the Manager) and Starwood Capital Group Global, L.P., a Delaware limited partnership (Starwood Capital Group).

Enbridge Energy, Limited Partnership – Amended and Restated Allocation Agreement (November 19th, 2013)

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties to this Agreement, the parties hereto agree to amend and restate the Original Allocation Agreement as set forth in this Agreement.

Midcoast Energy Partners, L.P. – Amended and Restated Allocation Agreement (November 18th, 2013)

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties to this Agreement, the parties hereto agree to amend and restate the Original Allocation Agreement as set forth in this Agreement.

Midcoast Energy Partners, L.P. – Amended and Restated Allocation Agreement (October 7th, 2013)

(the Parent, EEP, EIFH, and MEP are referred to herein collectively as the Enbridge Entities or the parties and individually as an Enbridge Entity or party).

Colony American Homes, Inc. – Form of Amended and Restated Investment Allocation Agreement (May 31st, 2013)

This AMENDED AND RESTATED INVESTMENT ALLOCATION AGREEMENT (this Agreement), dated as of [], 2013, is made and entered into by and between COLONY AMERICAN HOMES, INC., a Maryland corporation (the Company) and CAH MANAGER, LLC, a Delaware limited liability company (the Manager). Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Management Agreement (defined below).

American Realty Capital Healthcare Trust Inc – Investment Opportunity Allocation Agreement (May 15th, 2013)

This INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT (this "Agreement") is dated as of April 9, 2013, by and among American Realty Capital Healthcare Trust, Inc., a Maryland corporation ("ARC HT") and American Realty Capital Healthcare Trust II, Inc., a Maryland corporation ("ARC HT II" and together with ARC HT, will be known hereafter as, the "ARC Funds").