Final Asset Allocation Schedule definition

Final Asset Allocation Schedule has the meaning set forth in Section 2.5(c).
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Final Asset Allocation Schedule shall have the meaning set forth in Section 2.6(b)(iv). “Financial Statements” shall have the meaning set forth in Section 3.1(f). “GAAP” means United States generally accepted accounting principles. “Governing Document” shall mean any charter, articles, bylaws, certificate or similar document adopted, filed or registered in connection with the creation, formation, organization or governance of an entity, and shall be deemed to include any stockholders’, members’, registration rights, voting and similar agreements regarding the rights or obligations of the equityholders of such entity. “Governmental Entity” shall mean any foreign, federal, state, local or other governmental authority or quasi-governmental, regulatory or administrative body, including any court, commission, board, bureau, agency, department or instrumentality thereof, or any federal, state, local or foreign court, tribunal, arbitration panel, commission or other similar dispute-resolving panel or body. “Hazardous Substance” shall mean all substances or wastes defined as pollutants, contaminants, toxic substance, hazardous substance or material of environmental concern, or words of similar import, including petroleum or petroleum-based substances or wastes, friable asbestos, polychlorinated biphenyls, or any other substances defined as such under or subject to regulation under any Environmental Law. “HSR Act” shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976. “Improvements” shall have the meaning set forth in Section 3.1(n)(v). “Indebtedness” means, with respect to any Person, (i) indebtedness or other obligations for borrowed money or for the deferred purchase price of property or services, conditional sale obligations or title retention policies (other than current trade liabilities incurred in the ordinary course of business consistent with past practice), including (A) any indebtedness evidenced by a note, bond, debenture or similar instrument and (B) accrued interest and any prepayment
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Final Asset Allocation Schedule has the meaning specified in Section 2.5(b). “Final Closing Date Tax Reserves” has the meaning specified in Section 12.7(a).
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Examples of Final Asset Allocation Schedule in a sentence

  • Visteon and the Company will act in accordance with the determination and allocation of the consideration set forth in the Final Asset Allocation Schedule for all Tax purposes, including with respect to any forms or reports (including IRS Form 8594) required to be filed pursuant to Section 1060 of the Code, the regulations thereunder or any provisions of local, state or foreign law, and to cooperate in the preparation of any such forms or reports and to timely file such forms or reports.

  • Neither party shall take any position that is inconsistent with the determinations and allocation of the consideration set forth in the Final Asset Allocation Schedule in any communication with any taxing authority, unless and until the taking of such position is required by law or as a result of a final determination (without any obligation to appeal such final determination to the United States Supreme Court).

  • Each of Dover and Buyer shall (and each Party shall cause its respective Affiliates to) file all Tax Returns in a manner consistent with each Final Asset Allocation Schedule, if any, and neither Dover nor Buyer shall (and neither Party shall permit its respective Affiliates to) take any position for Tax purposes inconsistent with any Final Asset Allocation Schedule.

  • The Parties shall cooperate in good faith to update the Final Asset Allocation Schedule to reflect any adjustments necessary for Tax purposes, including pursuant to Section 1.05, Article VIII and under the terms of the Contingent Additional Amount Agreement.

  • Buyer Parent and Seller Parent shall cooperate to amend such Tax Returns and adjust the amount of such VAT or Transfer Taxes paid to the applicable Governmental Entity in accordance with the Final Asset Allocation Schedule, except as required by applicable Law.

  • Each of Xcerra and Buyer shall (and each Party shall cause its respective Affiliates to) file all Tax Returns (and IRS Form 8594, if applicable) in a manner consistent with each Final Asset Allocation Schedule, if any, and neither Xcerra nor Buyer shall (and neither Party shall permit its respective Affiliates to) take any position for Tax purposes (including before any Governmental Entity or in any judicial proceeding) inconsistent with any Final Asset Allocation Schedule.

  • The Revised Asset Allocation Schedule (including the amounts allocated to all assets other than the insurance-in-force) shall be based on, and shall be consistent with, the Final Asset Allocation Schedule determined in accordance with Section 2.5(b); provided, that if the Parties have not agreed on the Final Asset Allocation Schedule, the Revised Asset Allocation Schedule shall be based on, and shall be consistent with, the Asset Allocation Schedule described in clause (x) of Section 2.5(b).

  • If Buyer and SEE are unable to reach such agreement, they shall promptly thereafter cause the Accounting Firm to resolve any remaining disputes with respect to the Assumed Liabilities and all other capitalized costs; provided, however, that such resolution shall be consistent with the Final Allocation Schedule and any Seller Appraisal or Third Party Appraisal, as applicable, shall control for purposes of determining the Final Asset Allocation Schedule.

  • If no exception is taken to the Asset Allocation Schedule, it shall become the “Final Asset Allocation Schedule” and shall be binding upon the parties and each of Buyer and Seller shall file and cause their respective Affiliates to file all Tax Returns (including Internal Revenue Service Forms 8594 (and any comparable forms for state Tax purposes)) in accordance with the Final Asset Allocation Schedule.

Related to Final Asset Allocation Schedule

  • Asset Allocation The following single issuer limits shall apply on a market value basis, with exception of Money-Market funds and US Treasury Bills, which may be held without limit:

  • Allocation Schedule has the meaning set forth in Section 2.07.

  • Purchase Price Allocation Schedule has the meaning given to it in Section 2.7(a).

  • Final Allocation has the meaning set forth in Section 2.3.

  • Initial Allocation means the conditional setting aside by MBOH of HCs from a particular year’s federal LIHTC allocation to the state for purposes of later Carryover Commitment and/or Final Allocation to a particular Project, as documented by and subject to the requirements and conditions set forth in a written Reservation Agreement, the Applicable QAP and federal law.

  • Allocated Realized Loss Amount With respect to any Distribution Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining unpaid from the previous Distribution Date.

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Reais Allocation Date means, with respect of any Reais Transfer Date, the Business Day which is immediately prior to such Reais Transfer Date.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

  • Cost allocation plan means central service cost allocation plan, public assistance cost allocation plan, and indirect cost rate proposal. Each of these terms are further defined in this section.

  • Curative Allocation means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • conditional allocation ’ means an allocation to a province or municipality from the national government’s share of revenue raised nationally, envisaged in section 214(1)(c) of the Constitution, as set out in Schedule 4, 5, 6 or 7;

  • Final Asset Status Report With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to any applicable Directing Holder or Consulting Party or, if different, the Operating Advisor or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), in each case, which does not include any communications (other than the related Asset Status Report) between the Special Servicer, on the one hand, and any applicable Directing Holder or Consulting Party, on the other hand, with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless any applicable Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this Agreement, or has been deemed to have approved or consented to such action, or unless the Asset Status Report is otherwise being implemented by the Special Servicer in accordance with this Agreement.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • REMIC I Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • REMIC 2 Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

  • REMIC 2 Principal Loss Allocation Amount With respect to any Distribution Date and the mortgage loans, an amount equal to (a) the product of (i) the Aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest B, and the denominator of which is the aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular Interest ZZ.

  • REMIC II Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b) 12.

  • REMIC II Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11 and the denominator of which is the aggregate Uncertificated Balance of REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2, REMIC II Regular Interest II-LTA3, REMIC II Regular Interest II-LTA4, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11 and REMIC II Regular Interest II-LTZZ.

  • REMIC I Principal Loss Allocation Amount With respect to any Distribution Date, an amount equal to the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and the denominator of which is the aggregate Uncertificated Balance of REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTM1, REMIC I Regular Interest LTM2, REMIC I Regular Interest LTM3, REMIC I Regular Interest LTM4, REMIC I Regular Interest LTM5, REMIC I Regular Interest LTM6, REMIC I Regular Interest LTM7, REMIC I Regular Interest LTM8, REMIC I Regular Interest LTM9, REMIC I Regular Interest LTM10, REMIC I Regular Interest LTM11 and REMIC I Regular Interest LTZZ.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).