Final Contribution definition
Examples of Final Contribution in a sentence
The pledge of the Equity Interests owned by the Company and the Subsidiaries in the Spear Joint Venture shall continue after the Spear Final Contribution Date.
If Five Point fails to deliver a notice by the conclusion of such 60-day period, Five Point shall be deemed to have agreed with all items and amounts contained in the Closing Statement and the calculation of the Contribution Adjustment Amount delivered pursuant to Section 2.3(a) shall be the Final Contribution Adjustment Amount.
Any payments made pursuant to this Section 5 or Section 6 with respect to the Contribution or the applicable Contributed Companies shall be treated as an adjustment to the Final Contribution Amount by the Parties for Tax purposes, unless otherwise required by applicable Law.
Within thirty (30) days after the determination of the Final Contribution Adjustment Amount pursuant to Section 2.3, Five Point shall provide Longwood with a proposed allocation of the agreed initial Book Basis of the Contributed Interests ($350,000,000) (together with all other amounts properly taken into account under applicable Law) among the assets of the Contributed Entities as of the Closing (the “Proposed Allocation”).
This merger-transfer transaction shall become effective for tax and accounting purposes at the Merger Date, on the basis of the Final Contribution Accounts.
All adjustments to the Cash Consideration pursuant to this Agreement and amounts paid pursuant to Section 2.6 shall be deemed to be adjustments to the Final Contribution Consideration.
Such Base Contribution Amount, as adjusted, shall be the Final Contribution Amount.
If, following such application of the Aggregate Surplus, a Deficit Amount still exists for Members for the Fund Year in question, then such Members shall pay an additional premium assessed pursuant to the provisions of Section 7(c) and assessed pro rata based on the Final Contribution (premium) of each Member.
The Parties agree that the determination of the Accountant with respect to any Disputed Items is not intended to permit the introduction of accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that conflict with the Accounting Principles or the definitions set forth herein for the purposes of determining the Final Contribution Adjustment Amount or Cash as reflected on the Estimated Closing Statement or the Post-Closing Statement.
On the Contribution Date, Renewable Holdings II's capital account in Assignee shall be credited in respect of the Contribution in an amount equal to the Base Contribution Amount, as adjusted by the amount of Estimated Working Capital (as so adjusted, the "Final Contribution Amount").