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:
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. Notwithstanding the foregoing, at the Closing, the Purchased Assets and the Assumed Liabilities shall be allocated between the Purchaser and its designee(s), if any, as set forth in the applicable Purchaser Ancillary Documents and Seller Ancillary Documents.
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. 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. 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. 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. 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.
