Other PSA Assets definition
Examples of Other PSA Assets in a sentence
This Section 13.3 shall be of no further force or effect following the Other PSA Assets Closing.
On or prior to the Closing Date, the Buyer shall have the right to reallocate the Gross Asset Value and Allocated Asset Value and each of the “Gross Asset Values” and “Allocated Asset Values” (each as defined in each of the Other PSAs) among the Assets and the Other PSA Assets provided that any such reallocations shall be subject to the prior reasonable approval of the Sellers.
The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Assets and the Other PSA Assets on or prior to the Inspection Date (as to each Asset and Other PSA Asset (as applicable), the “Allocated Asset Value”) for federal, state, local and foreign tax purposes in accordance with applicable U.S. federal tax laws and analogous provisions of state, local and foreign tax laws.
Each Other PSA Closing shall be occurring simultaneously with the Closing under this Agreement, except any such Other PSA Closing that does not occur due to the removal of all of the Other PSA Assets to be sold under such Other PSA or the termination of such Other PSA, in each case under circumstances that do not give rise to the termination of this Agreement pursuant to the terms hereof.
For the avoidance of doubt, unless any Other PSA provides for “Serial Closings” pursuant to such Other PSA, the Other PSA Assets to be purchased and sold pursuant to such Other PSA shall be purchased and sold at a single closing thereunder.