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 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. 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. Seller 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. 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. In connection with the Section 338(h)(10) Election, the Buyer shall prepare and the Buyer and the Seller shall mutually agree upon the fair market values of the assets deemed purchased for purposes of the computation of the Aggregate Deemed Sale Price (as defined under applicable Treasury Regulations) of the Company’s assets and the allocation of such Aggregate Deemed Sale Price among such assets (the “Allocation Agreement”) in accordance with Section 338 of the Code. Such Allocation Agreement shall reflect the value assigned to assets of the Company. The Buyer and the Seller agree that they shall use their reasonable best efforts to finalize the Allocation Agreement no later than sixty (60) days before the last date on which the Section 338(h)(10) Election may be filed. If, sixty (60) days before the last date on which the Section 338(h)(10) Election may be filed, the Buyer and the Seller have not finalized the Allocation Agreement as described above, any disputed aspects of the Allocation Agreement or such revision shall be resolved by the Accounting Referee twenty (20) days before the last date on which the Section 338(h)(10) Election may be filed. The costs, expenses and fees of the Accounting Referee shall be borne equally by the Buyer and the Seller. The Buyer and the Seller agree to act in accordance with the allocations contained in the Allocation Agreement in any relevant Tax Returns or similar filings.

Allocation Agreement. The Company agrees not to cause any modification, amendment or rescission of the Allocation Agreement, or the prior authorization and approval by the Board of Directors on a prospective basis, of transfers of shares of Common Stock in accordance with Article 11 of the Company’s Restated Certificate of Incorporation, as amended, by the parties to the Allocation Agreement after the completion of the Rights Offering.