Common use of Current Status Clause in Contracts

Current Status. 1.1 The companies engaged in the Business and which have been transferred to NewCo are set forth in Exhibit 1.1 (each individually a Company and collectively the Companies). 1.2 NewCo is a newly established limited liability company organized under German law (GmbH), registered in the commercial register of the local court of Berlin-Charlottenburg under the company name Beta Systems ECM Solutions GmbH and with the registration number HRB 122 853. Immediately before the Closing Date, Seller is the sole shareholder of NewCo, holding [*.*] shares in the par value of [*.*] each, with the consecutive numbers [*.*] through [*.*] (together the Sold Shares). 1.3 The Sold Shares together with such shares in the Companies, which following the completion of the Drop Down and immediately before the Closing Date will be, wholly or partly, held by NewCo as set out in Exhibit 1.1 are herein collectively referred to as the Shares. 1.4 The assets, contracts and liabilities of the Business which have been transferred, directly or indirectly, by Seller to NewCo pursuant to Section 3 of the Drop Down Agreement as well as those assets, contracts and liabilities which have been or are to be transferred to NewCo pursuant to Section 10.2(f) below and to Guarantor pursuant to Section 10.2(e) below on or before the Closing Date are together referred to as the NewCo Business.

Appears in 2 contracts

Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Banctec Inc)