Examples of Preliminary Asset Allocation Schedule in a sentence
If within 30 days after the delivery of the Preliminary Asset Allocation Schedule, Visteon notifies the Company in writing that Visteon objects to the valuations reflected in the computation of the aggregate consideration or the allocation of consideration set forth therein, the parties shall endeavor in good faith to resolve such dispute within 20 days.
If there are no disputed items or when all disputed items are resolved, the Preliminary Asset Allocation Schedule, as adjusted to reflect any such resolution, shall become the "FINAL ASSET ALLOCATION SCHEDULE".
The Company shall also provide such supporting material, including accountants' workpapers and appraisals, as Visteon shall reasonably request in support of the Preliminary Asset Allocation Schedule.
The obligation of Visteon to consummate the Closing is subject to the satisfaction or waiver by Visteon of the following further condition: the Company shall have delivered the Preliminary Asset Allocation Schedule to Visteon.
If the Parties do not agree on a Final Allocation Schedule pursuant to Section 2.5(b)(ii), then, except to the extent the Parties agree in writing otherwise, each of the Parties shall be entitled to make an allocation among the assets to which each Preliminary Asset Allocation Schedule relates in any manner it so determines in its sole discretion and neither shall have any obligation to the other with respect to any such allocation.
The Preliminary Asset Allocation Schedule shall be revised to reflect determinations of the Independent Firm, if any, together with items and amounts as to which the Seller and the Purchaser had previously agreed (or were deemed to agree) (as so revised, the “Final Asset Allocation Schedule”, and together with the Final Tax Basis Balance Sheet and the Final Fair Market Value Balance Sheet, the “Final Allocation Schedules”).
Each Preliminary Asset Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and applicable Treasury Regulations thereunder (modified or supplemented, to the extent agreed to by Xcerra and Buyer in writing, to take into account any similar provision of state, local or foreign Law, as appropriate).
The Preliminary Asset Allocation Schedule, as it may be adjusted pursuant to any agreement between SEE and Buyer or as determined by the Accounting Firm (the “Final Asset Allocation Schedule”), shall be conclusive and binding on SEE, Buyer and their respective Subsidiaries and Affiliates.
If Buyer disagrees with the Preliminary Asset Allocation Schedule, Buyer may, within thirty (30) days after delivery of the Preliminary Asset Allocation Schedule, deliver a Buyer Allocation Notice to SEE to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation.
If APD disagrees with the Preliminary Asset Allocation Schedule, APD may, within thirty (30) days after delivery of the Preliminary Asset Allocation Schedule, deliver a notice (the “APD Asset Allocation Notice”) to Buyer to such effect, specifying those items as to which APD disagrees and setting forth APD’s proposed allocation.