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:
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. 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:
Allocation of Assets and Liabilities. The assets and ------------------------------------ liabilities of the Xxxxx Salaried Plan and the Xxxxx Hourly Plan shall be allocated between Xxxxx and Circor as described herein:
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. For U.S. federal income Tax purposes, Purchaser and Seller shall treat the purchase and sale of all of the Membership Interests pursuant to this Agreement as a purchase and sale of the assets of the Acquired Companies in exchange for the Transaction Consideration Amount and the assumption of liabilities of the Acquired Companies. Accordingly, within 90 days after the Closing Date, Purchaser and Seller shall jointly prepare an allocation of the Transaction Consideration Amount (plus such assumed liabilities, to the extent properly taken into account under the Code) and any other consideration payable to Seller pursuant to this Agreement among the assets of the Company in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder (and any similar provision of any state, local or foreign Legal Requirement, as appropriate), and the methodology set forth on Schedule 1.8 (the “Allocation Schedule”). If the Allocation Schedule needs to be updated to reflect adjustments to the Transaction Consideration Amount pursuant to Section 1.6, such adjustments shall be made in accordance with the foregoing provisions of this Section 1.8. All income Tax Returns (including Internal Revenue Service Form 8594) filed by Purchaser and Seller shall be prepared consistently with the Allocation Schedule. Neither Purchaser nor Seller shall, nor shall they permit their respective Affiliates to, file any Tax Return or other document with, or make any statement or declaration to, any Governmental Entity that is inconsistent with the Allocation Schedule, as it may be adjusted in accordance with this Section 1.8, except, in each case, as otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.
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.
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:
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.
