Allocation of Assets and Liabilities. At the Closing, assets shall be contributed to the Newcos and Liabilities shall be assumed by the Newcos as provided in the Contribution Agreements; provided, however, that the parties acknowledge and agree that, notwithstanding any provisions in the Contribution Agreements to the contrary, CSI may in its sole discretion retain, allocate or reallocate to any Newcos assets and Liabilities, including general corporate Liabilities of CSI, or terminate this Agreement or any Ancillary Agreement to facilitate a tax-free Distribution of any Newco, comply with regulatory or financial reporting requirements or otherwise facilitate the Transformation in a manner consistent with its business purposes.
Allocation of Assets and Liabilities. (a) Any Asset that is described as both a Controlled Asset in Section 2.1(a)(i) and a SpinCo Asset in Section 2.1(b)(i) shall be allocated:
(i) to the RemainCo Group, if such Asset primarily relates to or arises out of the RemainCo Business as conducted at or immediately prior to the Effective Time;
(ii) to the SpinCo Group, if such Asset primarily relates to or arises out of the SpinCo Business as conducted at or immediately prior to the Effective Time; or
(iii) equally between the RemainCo Group, on the one hand, and the SpinCo Group, on the other hand, if such Asset does not primarily relate to or arise out of either the RemainCo Business or the SpinCo Business, each as conducted at or immediately prior to the Effective Time.
(b) Any Asset that is not described as either a Controlled Asset in Section 2.1(a) or a SpinCo Asset in Section 2.1(b) shall be allocated equally between the RemainCo Group, on the one hand, and the SpinCo Group, on the other hand, unless the Parties determine otherwise by mutual agreement.
(c) Unless the Parties determine otherwise by mutual agreement, any Shared Liability shall be allocated equally between the RemainCo Group, on the one hand, and the SpinCo Group, on the other hand.
Allocation of Assets and Liabilities. To facilitate the allocation pursuant to Section 2.02 and 2.03 of the Assets and Liabilities of the Company and its Subsidiaries as they shall exist immediately prior to giving effect to the transactions contemplated by this Agreement and the other Split-Off Agreements to the Medicare Part D Business and the Newco Business, respectively, the Parties hereby agree to the following procedures and methodologies:
(a) The Assets and Liabilities of the Company and its Subsidiaries as of immediately prior to the Effective Time shall be allocated to the Newco Business or the Medicare Part D Business in a manner consistent with the procedures and methodologies for the allocation of Assets and Liabilities set forth in Schedule 2.05(a), which illustrates the procedures and methodologies for the allocation of Assets and Liabilities of the Company and its Subsidiaries to the Newco Business and the Medicare Part D Business as if the Separation were consummated as of September 30, 2010.
(b) From January 1, 2011 until the Effective Time or the earlier termination of this Agreement, each of the Medicare Part D Business and the Newco Business shall be operated as a “closed system”, meaning that during such period the Businesses shall be operated and the accounting shall be such that all balance sheet, income statement and cash flow items attributable to a Business shall be solely for the account of such Business.
(c) Schedule 2.05(c) sets forth (i) a description of all corporate overhead items and other shared expenses based on the financial statements of the Medicare Part D Business set forth in Section 3.10(b) of the Company Disclosure Letter (the “9/30 Financial Statements”), illustrating the allocation of the corporate overhead and other expenses on a pro forma basis to be borne by the Medicare Part D Business under the “closed system” during the period from January 1, 2011 until the Effective Time (the “Pre-Closing Allocated Expenses”), and (ii) the methodology for allocating such expenses between the Newco Business and the Medicare Part D Business.
(d) Schedule 2.05(a) sets forth a description of the Intercompany Accounts based on the 9/30 Financial Statements. All Intercompany Accounts as of the Effective Time shall be settled immediately prior to the Effective Time (irrespective of the terms of payment of such Intercompany Accounts) based on the procedures and methodologies set forth in Schedule 2.05(a).
(e) The Newco Cash and Part D Cash as of immediately prior to t...
Allocation of Assets and Liabilities. The parties acknowledge and agree that New Enterasys shall make no further allocation of assets or liabilities to Aprisma or terminate any agreement with Aprisma pursuant to Section 5 of the Transformation Agreement beginning when Aprisma has either consummated an IPO (as defined in the Transformation Agreement) or ceases to be a majority-owned subsidiary of New Enterasys.
Allocation of Assets and Liabilities. The Purchased Assets held by each individual Seller are being purchased by, and the Assumed Liabilities of such Seller are being assumed by, the specific Buyer or Buyers set forth in Schedule 4.2(b) hereto.
Allocation of Assets and Liabilities. In connection with the Transactions , Holdings caused the portion of the assets and liabilities of the Plan which were associated with the employees and former employees of Holdings and Nabisco, Inc. to be spun off into a new pension plan. The remaining assets and liabilities, which were associated with the employees and former employees of RJR, stayed with the Plan. The assets and liabilities spun off were calculated in accordance with the methodology described in Attachment A to this Agreement. The Plan will continue to maintain a calendar year Plan Year after the date of the spin-off ("PLAN SPIN-OFF DATE").
Allocation of Assets and Liabilities. All assets and liabilities of the Company, including pre-paid expense accounts receivables and payables of the Company arising from operation of the Company prior to the Closing Date, except the Rigs, Company Contracts related to the Rigs, and the going business of the Rigs, shall be allocated to and remain the sole property or liability of the Seller and all accounts receivables or payables arising at or subsequent to the Closing Date shall remain with the Company.
Allocation of Assets and Liabilities. The assets and ------------------------------------ liabilities of the three tax-qualified retirement plans currently maintained by Xxxxx shall be allocated between Xxxxx and Circor as described herein:
(a) Xxxxx Salaried Plan. The assets and liabilities of the Xxxxx ------------------- Salaried Plan shall be allocated between Xxxxx and Circor, and the assets and liabilities allocated to Circor shall be transferred to the Circor Salaried Plan, based upon the following methodology:
(1) the total value of plan assets of the Xxxxx Salaried Plan as of the Distribution Date shall be determined;
(2) the plan termination liability (the "PTL") shall be determined for the Xxxxx Salaried Plan as of the Distribution Date ("Total Salaried Plan PTL") . The PTL shall be the amount of benefits that would be provided as benefits to participants in the Xxxxx Salaried Plan pursuant to Section 4044 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations thereunder if the plan terminated, using the assumptions used by the Pension Benefit Guaranty Corporation as of the Distribution Date as required by Treas. Reg. Section 1.414(l)-1(b)(5)(ii). The Total Salaried Plan PTL determined for the Xxxxx Salaried Plan shall be bifurcated into (1) the PTL of the group of participants in the Xxxxx Salaried Plan who will become employees of the Circor Group immediately following the Distribution (the "Circor Salaried Plan PTL"), and (2) the difference between the Total Salaried Plan PTL less the Circor Salaried Plan PTL (the "Non-Circor Salaried Plan PTL");
(i) If the total value of plan assets of the Xxxxx Salaried Plan is greater than or equal to the Total Salaried Plan PTL, a portion of such assets shall be allocated to Circor by multiplying the total amount of such assets by a fraction, the numerator of which is the Circor Salaried Plan PTL and the denominator of which is the Total Salaried Plan PTL.
(ii) If the total value of plan assets of the Xxxxx Salaried Plan is less than the Total Salaried Plan PTL, the portion of plan assets which shall be allocated to Xxxxx and Circor shall be based on the priority categories under Section 4044 of ERISA, as required by Treas. Reg. Section 1.414(l)-1(b)(5)(ii).
(4) Within a reasonable time after the assets of the Xxxxx Salaried Plan have been allocated as set forth above, the amount of assets allocated to Circor which shall be transferred in cash or in kind to the Circor Salaried Plan on the Salaried Pl...
Allocation of Assets and Liabilities. Receivables, payables, cash and equity account balances will be specifically identified and recorded to the associated entity. Fixed Assets will be allocated based upon the contractual revenue percentage of each party. All of the assets and liabilities of each party will be held within that party and consolidated to AFS for reporting purposes.
Allocation of Assets and Liabilities. (a) At the Effective Time, all rights, title and interests to all of the ND Assets of ADSI shall be exclusively allocated to, be possessed by, and vest in, ADSI Successor LLC, without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, and all of the ND Liabilities of ADSI shall be exclusively allocated to, be assumed by, and become the liabilities and obligations of ADSI Successor LLC, all without further act or deed.
(b) At the Effective Time, all rights, title and interests to all property and assets of ADSI other than the ND Assets shall be exclusively allocated to, be possessed by, and vest in, SV Successor LLC, without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, and all of the liabilities or obligations of ADSI other than the ND Liabilities shall be exclusively allocated to, be assumed by, and become the liabilities and obligations of, SV Successor LLC, all without further act or deed.
(c) At the Effective Time, all rights, title and interests to all of the property and assets of ADSI Successor LLC shall continue to be possessed by and vested in ADSI Successor LLC, and all of the liabilities and obligations of ADSI Successor LLC, whether arising or accruing prior to the Effective Time, shall continue to be the liabilities and obligations of ADSI Successor LLC, all without further act or deed. No liabilities or obligations of ADSI Successor LLC shall be allocated to or assumed by SV Successor LLC in the Merger.
(d) At the Effective Time, all rights, title and interests to all of the property and assets of SV Successor LLC shall continue to be possessed by and vested in SV Successor LLC, and all of the liabilities and obligations of SV Successor LLC, whether arising or accruing prior to the Effective Time, shall continue to be the liabilities and obligations of SV Successor LLC, all without further act or deed. No liabilities or obligations of SV Successor LLC shall be allocated to or assumed by ADSI Successor LLC in the Merger.
