Disposal of the Sxxxxxxxx Participations Sample Clauses

Disposal of the Sxxxxxxxx Participations. The Managing Sellers undertake to facilitate the disposal by the Company of the Sxxxxxxxx Participations until Closing as follows: (i) the Company shall establish a wholly owned subsidiary in the legal form of a Limited Liability Company with a nominal share capital of EUR 25,000 (“NewCo”); (ii) the Company shall sell and transfer the Sxxxxxxxx Participations at the costs of the Company for a purchase price of EUR 1 (each) to NewCo; (iii) immediately prior to Closing the Company shall transfer the shares held in NewCo the costs of the Company for to one or several of the Sellers against a consideration in the amount of EUR 25,000; (iv) after Closing and in close cooperation with the Company and the Purchaser NewCo shall either sell the Sxxxxxxxx Participations to any other shareholder in the respective Sxxxxxxxx Participation or dissolve and liquidate the respective Sxxxxxxxx Participation. To the extent that the respective Sxxxxxxxx Participation holds any assets used or to be used in the business of the Company, in particular but not limited to, intellectual property rights, Managing Sellers use best efforts to procure that such assets will be transferred to the Company without any further consideration. Costs, fees and taxes related to such sale and transfer or dissolution of the Sxxxxxxxx Participations shall be borne by NewCo and the Company as provided for in Exhibit 10.4.3 NewCo, Managing Sellers, the Company and the Purchaser will use their best efforts to effect the disposal of the Sxxxxxxxx Participations in the most cost and tax efficient manner.
Sample 1
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