Allocation of Assets Sample Clauses

Allocation of Assets. All consideration received by the Trust for the issue or sale of Shares of a particular Series or Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payment derived from any reinvestment of such proceeds in whatever form the same may be, together with such Series' or Class' share of any assets of the Trust not otherwise allocated to any particular Series or Class, shall be held by the Trustees and Trust for the benefit of the Shareholders of such Series and, subject to the rights of creditors of such Series only, shall irrevocably belong to that Series for all purposes, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated from time to time in such manner and on such basis as they, in their sole discretion, deem fair and equitable, and anything so allocated to a Series shall belong to such Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes.

Allocation of Assets. (a) For purposes of this Agreement, “Enterprise Assets” shall mean (without duplication):

Allocation of Assets. (i) Starting promptly after January 1, 2010, the CVC Actuary shall determine: (A) The MSG Allocation, which shall be determined taking into account only the Transferred CVC Cash Balance Liability; and (B) The CVC Allocation, which shall be determined taking into account only the Retained CVC Cash Balance Liability. (ii) In making the foregoing determinations, the CVC Actuary shall apply the Minimum Standards, so that the MSG Allocation and the CVC Allocation shall each comply with the regulations under Section 414(l) of the Code, and the MSG Allocation shall not exceed the amount required to comply with the Minimum Standards.

Allocation of Assets. (a) For purposes of this Agreement, “SpinCo Assets” shall mean the following Assets (without duplication and excluding any Intellectual Property Rights from each clause below other than clause (vi)), except for Excluded Assets:

Allocation of Assets. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) all rights, title and interest in and to the SU Assets shall be allocated to and vested in SU AssetCo, without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or encumbrances thereon; and (b) all rights, title and interest in and to the SU Retained Assets shall be retained by and continue to be vested in SU.

Allocation of Assets. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) all rights, title and interest in and to the NTX Assets shall be allocated to and vested in SDTS, without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing Liens thereon; provided, that the term “NTX Assets” shall not include the assets held by GS LLC for purposes of this Section 1.03(a) (but will include the Equity Interests of GS LLC); (b) all rights, title and interest in and to the STX Assets shall be allocated to and vested in SU, without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing Liens thereon; provided, however, that in the event the PUCT Approval is not an Unconditioned O&M PUCT Approval, (x) the Amarillo TOC and related assets shall be included as a STX Asset (and the parties shall in good faith agree on appropriate amendments to Schedule C to reflect such inclusion), and (y) the STX Package Schedule and the Final STX Schedule shall include the Amarillo TOC and the adjustments contemplated by Section 1.08 and Section 1.09 shall account for the Amarillo TOC; (c) all rights, title and interest in and to the SU Retained Assets shall be retained by and continue to be vested in SU; provided, that the term “SU Retained Assets” shall not include the assets held by CV Project Entity, LLC for purposes of this Section 1.03(c) (but will include the Equity Interests of CV Project Entity, LLC); and (d) all rights, title and interest in and to the SDTS Retained Assets shall be retained by and continue to be vested in SDTS.

Allocation of Assets. (a) For purposes of this Agreement, “TS Assets” shall mean (without duplication), any and all of the Assets that are owned or leased by Seller or its Subsidiaries that primarily relate to, or are primarily used in, the TS Business, including the following:

Allocation of Assets. (a) For purposes of the Separation Agreement, “Flash Assets” shall include, in each case to the extent existing and owned or held immediately prior to the Separation Time by any member of the WDC Group or the Spinco Group, all of the WDC Group’s and the Spinco Group’s respective right, title and interest in, to and under the following Assets: (i) With respect to Spinco Employees, as permitted by applicable Law, subject at all times to compliance with applicable Privacy Laws, subject to Section 5.3 of the Separation Agreement, and solely to the extent determined by WDC to be necessary for the Parties to comply in good faith with the terms of this Agreement, in the possession of a member of the WDC Group or the Spinco Group, and to the extent practicable: all personnel files as they are currently maintained, whether as hard copies or as electronic books and records, whether in Workday, OneDrive, or other easily accessible and transferrable system and that relate to the employment of such Spinco Employees with the members of the WDC Group or the Spinco Group, in each case excluding any Intellectual Property Rights other than Spinco IP embodied therein (collectively, the “Spinco Employee Books and Records”); provided, however, that: (x) WDC shall be entitled to retain a copy of any and all Spinco Employee Books and Records, which shall be subject to the provisions of Section 2 of the Separation Agreement and deemed the Confidential Information of Spinco and subject to the provisions of Section 6.6 of the Separation Agreement; (y) WDC may retain any materials that are not reasonably practicable to identify and extract subject to the right of access pursuant to Section 5.1 of the Separation Agreement, which shall be deemed the Confidential Information of Spinco and subject to Section 6.6 of the Separation Agreement; and (z) WDC shall be entitled to redact any portion of the Spinco Employee Books and Records to the extent related to any matter other than the Flash Business; provided, however, that such retained materials shall be deemed Confidential Information of Spinco and subject to the provisions of Section 6.6 of the Separation Agreement. For illustrative purposes only, a Spinco Employee’s personnel file would include, but is not limited to, onboarding documents, the Employee Invention and Confidential Agreement, privacy notices or consent, payroll and benefit elections, discipline records, documents signed by the Spinco Employee that relate to obtaining or ...

Allocation of Assets. All Assets shall be sold, conveyed, assigned, transferred and delivered to, and purchased by, ▇▇▇▇▇ Tulsa except that the Assets identified on Schedule 2.1.18 (the “HEP Tulsa Assets”) shall be sold, conveyed, assigned, transferred and delivered to, and purchased by HEP Tulsa; provided, however, Assets may be sold, conveyed, assigned, transferred and delivered to Affiliates of Buyers if requested by the applicable Buyer. For avoidance of doubt, ▇▇▇▇▇ Tulsa shall have no obligation to purchase the HEP Tulsa Assets and HEP Tulsa shall have no obligation to purchase any Assets other than the HEP Tulsa Assets. Notwithstanding the foregoing, ▇▇▇▇▇ Tulsa and HEP Tulsa may in their discretion mutually agree to modify the allocation of Assets between them from time to time and at any time prior to the Closing upon written notice to the Seller so long as such reallocation does not adversely affect the Global CAA Consent Decree Modification.