Preliminary Allocation. 1.05(c) Preliminary 338 Tax Adjustment...........................................1.05(d) Prime Rate...............................................................1.04(f) Proceeding..............................................................11.05(b) Proxy Statement..........................................................5.11(b) Purchaser...............................................................
Preliminary Allocation. On or before Closing, Autodesk and Genius shall ---------------------- preliminarily agree on the manner in which the consideration referred to in Section 1.5 is to be allocated among the Genius Assets (the "PRELIMINARY ALLOCATION"), which Preliminary Allocation shall be as set forth in Schedule -------- 1.6; provided, however, that mutually acceptable modifications to the Preliminary Allocation resulting from changes in Genius' financial position since the Summary Financial Information (as defined in Section 2.5) shall be permitted. The parties shall make best efforts to agree upon a final allocation ("FINAL ALLOCATION") within forty-five (45) days of Closing. To assist in such allocation, Genius shall provide a summary listing of product inventory held by Genius at Closing and a final listing of the fixed Genius Assets transferred to Autodesk GmbH at Closing. The Final Allocation shall be conclusive and binding upon Autodesk and Genius for all purposes, and the parties agree that all tax returns and reports (including U.S. Internal Revenue Service ("IRS") Form 8594 if such form is required to be prepared and filed by a party hereto in accordance with the provisions of the Code) and all financial statements shall be prepared in a manner consistent with (and the parties shall not otherwise file a tax return position inconsistent with) the Final Allocation unless they are required to do so by the IRS, the laws of the Federal Republic of Germany or any state or local taxing authority (in which case the parties shall attempt to negotiate a mutually acceptable alternative). Both the Preliminary Allocation and the Final Allocation shall be prepared in a manner consistent with Section 1060 of the U.S. Internal Revenue Code of 1986, as amended (the "CODE"), and the income tax regulations promulgated thereunder.
Preliminary Allocation. As promptly as practicable following the Deferred Closing, Buyer shall provide Seller with a preliminary draft allocation (the "Preliminary Allocation") of the Purchase Price and Assumed Liabilities among the Buyer Entities and Seller and its Subsidiaries and among the Purchased Assets and the Non-Competition and Non-Solicitation Agreements referred to in Section 10 in accordance with Schedule 1.8 solely for purposes of making required filings in France in connection with the transfer of the portion of the Business located in France (the "French Business"). The Preliminary Allocation shall be delivered by Buyer in the form set forth on Schedule 1.8(a). Seller shall have seven (7) days to review and comment on the Preliminary Allocation. Seller and Buyer acknowledge and agree that the Preliminary Allocation is not intended to be binding upon Seller, Buyer or the Buyer Entities in any respect, other than for purposes of determining the allocation to the French Business in order to timely make the required filings in France.
Preliminary Allocation. 8.1(a) Privacy Notices ...................................................................................................................... 4.19(f) Purchase Price Allocation Schedule ........................................................................................ 8.1(a) Purchaser Benefit Plans ............................................................................................................... 7.5
Preliminary Allocation. If the Consortium Members are unable to reach agreement with respect to responsibility for all or any proportion of an Employer’s claim in sufficient time to avoid negative impact on the Project, all Consortium Members shall provisionally assume responsibility for the claim according to their respective Proportionate Values. If an agreement is reached as to which Consortium Member(s) is/are liable and at what amount, or if the matter has been decided by arbitration, the Consortium Members shall reimburse each other accordingly.
Preliminary Allocation of available capacities to Italian eligible customers with “interruptible loads” in the NW and NE pools
