New Allocation definition
Examples of New Allocation in a sentence
The Members shall use their best efforts to cause the New Allocation to resemble in all material respects and to the maximum extent possible the allocations contained in this Agreement as originally adopted; the Members, however, make no warranties in this regard.
Any New Allocation made pursuant to this Section 3(J) shall be deemed to be a complete substitute for any allocation otherwise provided for in this Section 3, and no amendment of this Agreement or approval of any Member shall be required.
No New Allocation, and no choice by the Members among possible alternative New Allocations, shall give rise to any claim or cause of action by any Member against any party, including but not limited to, other Members, the Company’s counsel or accountants, or any individual related thereto.
In making any such allocations under this Section 5.01(g) (“New Allocations”), the General Partner is authorized to act in reliance upon advice of counsel to the Partnership or the Partnership’s regular certified public accountants that, in their opinion, after examining the relevant provisions of the Code and any current or future proposed or final Treasury Regulations thereunder, the New Allocation will achieve the intended result of this Section 5.01(g).
This New Allocation Agreement may be executed in any number of counterparts which shall together constitute but one and the same agreement.
To the extent the Option B Consenting Term Lender’s Existing Amount exceeds its New Allocation Amount (such excess amount, the “Excess Amount”), the Replacement Lender will, on the First Amendment Effective Date, pay to such Option B Consenting Term Lender immediately available funds in an amount equal to such Excess Amount.
New Allocations made by the General Partner in reliance upon the advice of the accountants or counsel described above shall be deemed to be made pursuant to the fiduciary obligation of the General Partner to the Limited Partnership and the Limited Partners, and no such New Allocation shall give rise to any claim or cause of action by any Limited Partner.
The Company further agrees that the Existing Lenders may purchase and sell participations in the Reimbursement Obligations in the respective amounts set forth under the "New Allocation" section of Exhibit A and otherwise on such terms as the Existing Lenders may from time to time agree.
On the Assignment Effective Date, such Option B Consenting Term Lender shall be assigned Term Loans from the Replacement Lender in a principal amount equal to the New Allocation Amount of such Option B Consenting Term Lender, and will pay to the Replacement Lender immediately available funds in an amount equal to the amount by which, if any, its New Allocation Amount exceeds its Existing Amount.
The effective date for this New Allocation Agreement shall be [__________], 20 [__] (the “Effective Date”).