Good Faith Allocation definition

Good Faith Allocation is defined in Section 3.1.
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Good Faith Allocation means the value reasonably determined by the Parties in good faith, taking into account the Purchase Price and the relative value of the asset under consideration in the context of the Purchase Price and available actions capable of mitigating the consequence of the matter under consideration.
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Examples of Good Faith Allocation in a sentence

  • For each Property subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all other respects with the agreement under which the Applicable Preferential Right arises.

  • Even though the agency's determination on whether to list additional coral species under ESA had not been made prior to the publication of this announcement, it is beneficial for applicants to prepare to start the permit application process as soon as possible after finalization of any new listing since the permitting process may take up to a year to complete.

  • If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and determined by the agreement under which such Applicable Preferential Right arises), the Properties subject to such exercised Applicable Preferential Right shall be excluded from this Agreement and the Purchase Price shall be reduced by the Good Faith Allocation of such Property subject to the Applicable Preferential Right.

  • For each Property subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as HOUSTON 1139976v.13 otherwise mutually agreed, and (ii) comply in all other respects with the agreement under which the Applicable Preferential Right arises.

  • The Good Faith Allocation shall be used by the Parties for financial accounting purposes and, if necessary, for purposes of Sections 3.2, 3.3, 4.2, 5.2 and 7.2.

  • For each Purchased Asset subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all other respects with the agreement under which the Applicable Preferential Right arises.

  • If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and determined by the agreement under which such Applicable Preferential Right arises), the Purchased Assets subject to such exercised Applicable Preferential Right shall become an Excluded Asset under this Agreement and the Purchase Price shall be reduced by the Good Faith Allocation of such Excluded Asset.

  • For each Property subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as otherwise mutually agreed, and (ii) comply in all other respects with the agreement under which the Applicable Preferential Right arises.

Related to Good Faith Allocation

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

  • Allocation has the meaning set forth in Section 3.3.

  • Agreed Allocation means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

  • Wasteload allocation or "wasteload" or "WLA" means the portion of a receiving surface water's loading or assimilative capacity allocated to one of its existing or future point sources of pollution. WLAs are a type of water quality-based effluent limitation.

  • 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).

  • 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:

  • Pro Rata Allocation The allocation of the principal portion of Realized Losses to the Senior Certificates (other than the Class R and Class P Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition (except if the loss is recognized with respect to a Class P Mortgage Loan, in which case the applicable Class P Fraction of such loss shall first be allocated to the Class P Certificates, and the remainder of such loss shall be allocated as set forth above), and the allocation of the interest portion of Realized Losses to all Classes of Certificates (other than the Class R and Class P Certificates) pro rata according to the amount of interest accrued but unpaid on each such Class, in reduction thereof, and then to the Senior Certificates (other than the Class R, Class P and Class X Certificates), on the one hand, and the Class B Certificates, on the other hand, pro rata according to their respective aggregate Class Principal Balances, in reduction thereof in the manner provided in the succeeding paragraphs of this definition. The principal portion of a Realized Loss on any Mortgage Loan allocated to the Class A Certificates pursuant to this definition of "Pro Rata Allocation" shall be allocated in reduction of the respective Class Principal Balances of the Subgroup 1, Subgroup 2 and Subgroup 3 Certificates as follows:

  • 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.

  • 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;

  • Authorized Allocation means an amount equivalent to $500,000 to be withdrawn from the Credit Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule.

  • Allocation Area means that part of a redevelopment project area to which an allocation provision of a declaratory resolution adopted under section 15 of this chapter refers for purposes of distribution and allocation of property taxes.

  • Waste load allocation means (i) the water quality-based annual mass load of total nitrogen or

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

  • 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).

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

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • In-kind contribution means a contribution of goods or services received by a candidate committee, joint candidates committee, political committee, continuing political committee, political party committee, or legislative leadership committee, which contribution is paid for by a person or entity other than the recipient committee, but does not include services provided without compensation by an individual volunteering a part of or all of his or her time on behalf of a candidate or committee.

  • Plan of Allocation means the proposed plan of allocation of the Net Settlement Fund set forth in the Notice.

  • Nonrecourse Liability has the meaning set forth in Treasury Regulation Section 1.752-1(a)(2).

  • Nonelective Contribution means an amount contributed by a participating

  • Adjustment Escrow Account means the escrow account established by the Escrow Agent pursuant to the Escrow Agreement for purposes of holding the Adjustment Escrow Amount and any interest or earnings accrued thereon or in respect thereof.

  • Excess Contribution With respect to any Plan Year, the excess of: (a) the aggregate amount of Employer contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over (b) the maximum amount of such contributions permitted by the ADP Test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the ADPs, beginning with the highest of such percentages).

  • Nonrecourse Liabilities has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

  • Capital Accounts An individual capital account shall be maintained for each Partner, and capital contributions to the Partnership by the Partners shall be credited to such accounts. Partnership profits or losses shall also be charged or credited to the separate capital accounts in the manner provided in this Agreement. No interest shall be paid on the capital account of any Partner.

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