Common use of Allocation of Assets and Liabilities Clause in Contracts

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.