Allocation Agreement. “Allocation Agreement” or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.
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.
Allocation Agreement. A document setting forth the allocation of the Purchase Price as provided in Paragraph 1.06.
Allocation Agreement. The parties shall cooperate diligently and in good faith to prepare jointly a Final Purchase Consideration Allocation Agreement ("Final Allocation Agreement"), which agreement, if any, shall be used to jointly complete an IRS Form 8594 ("Form 8594") with respect to the transactions contemplated herein, within 90 days following the Closing Date, provided, however, upon the request of either party hereto, the parties may file their own Form 8594; provided further, however, that in all events each such Form 8594 as filed shall be consistent with the allocation set forth in the Final Allocation Agreement, if any. The parties hereto contemplate that the allocations covered by the Final Allocation Agreement, if any, will include specific allocations of the Purchase Consideration as follows: (i) to the following Assets on an aggregate basis: to the customer lists and customer records of the Business, and to the Non-Competition Agreement; provided, however, that the parties agree that the portion of the Purchase Consideration allocated to the Non-Competition Agreement shall be equal to the Non-Competition Consideration, (ii) to the following Assets on a Shop by Shop basis (as applicable): pawn loans, payday loans, inventory, leasehold interests, furniture, fixtures and equipment, (iii) to the Boulder Property, if applicable, and (iv) to the Charleston Property. If despite using diligent and good faith efforts, the parties are unable to mutually agree upon the allocation of all or any portion of the Purchase Consideration to any of the Assets (the portion of the Purchase Consideration not allocated to the Assets per the mutual agreement of the parties is referred to herein as the "Unallocated Consideration"), the parties may perform their own separate allocations of the Unallocated Consideration and file their own separate Form 8594 for the transaction covered hereby and in such event no Final Allocation Agreement must be executed by the parties hereto; provided, however, that to the extent the parties agree on any specific allocation of a portion of the Purchase Consideration (adjusted for transaction costs and other items that increase or decrease the purchase price for tax purposes, as required by applicable tax law) to certain Assets, each party will use such agreed upon allocation in their separate allocations.
Allocation Agreement. Purchaser shall have executed the Allocation Agreement.
Allocation Agreement. The allocation of the Purchase Price shall have been determined in accordance with Section 2.08 hereof. Purchaser shall have the right to waive any of the foregoing conditions precedent, except for the conditions set forth in Section 9.05(a) with respect to consents, approvals or authorizations of any Governmental Authority, Section 9.05(b) and Section 9.06.
Allocation Agreement. At the Closing, Purchaser and Sellers shall enter into an allocation agreement (the "Allocation Agreement") substantially in the form of Exhibit C hereto 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 Sellers 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 Board of Directors of the Company has authorized and approved on a prospective basis, in accordance with Section 11.3 of the Company’s Restated Certificate of Incorporation, as amended, of one or more transfers of shares of Common Stock by the Purchasers pursuant to the Allocation Agreement after issuance of the Notes and/or the completion of the Rights Offering, and such authorization and approval has not been amended, modified or rescinded.
