Formation of and Asset Transfer to Brazil NewCo Sample Clauses

Formation of and Asset Transfer to Brazil NewCo. (i) As soon as is practicable after the date hereof, but not as a condition to Closing, Parent will cause Parent Brazil to (A) create a limited liability company (sociedade por quotas de responsabilidade limitada) organized under the laws of the Federative Republic of Brazil (“Brazil NewCo”) and wholly-owned subsidiary of Parent Brazil, and (B) sell, convey, assign, transfer and deliver to Brazil NewCo all of the assets, properties, title, interests, Liabilities (other than Tax Liabilities, but inclusive of Tax Liabilities arising from operations of the Brazilian Operations from and after the Closing Date to the BRT Date) and rights of every type and description, real, personal and mixed, tangible and intangible of Parent and its Affiliates used or held for use in the conduct of the Brazilian Operations (including, without limitation, all licenses, franchises, permits, certificates, approvals or other similar authorization of any Governmental Entity affecting the Brazilian Operations to the extent transferable); provided, that such assets and Liabilities transferred to Brazil NewCo by Parent Brazil shall not include (i) any credits for value added tax (imposto sobre circulação de mercadorias e sobre a prestação de serviços de transporte interestadual e intermunicipal e de comunicação) that are currently owned by Parent Brazil which shall be retained by Parent Brazil, or (ii) any intercompany payables or receivables to or from Parent or any of its Affiliates (including the Company Entities), other than the Trade Accounts referred to in Section 9.2(f). Upon the later of (x) the Closing Date and (y) the date which is two (2) business days after completion of the actions specified in clauses (A) and (B) above, Parent will cause Parent Brazil to deliver to CayCo Buyer or its designee, certificates representing the Brazil NewCo Quotas or such other documents as may be required to effect and/or evidence the assignment and transfer of the Brazil NewCo Quotas under the laws of the Federative Republic of Brazil against delivery by CayCo Buyer or such designee of a cross-receipt (the date of such delivery of the Brazil NewCo Quotas, the “BRT Date”).
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Related to Formation of and Asset Transfer to Brazil NewCo

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • MERGER, CONSOLIDATION, TRANSFER OF ASSETS Merge into or consolidate with any other entity; make any substantial change in the nature of Borrower's business as conducted as of the date hereof; acquire all or substantially all of the assets of any other entity; nor sell, lease, transfer or otherwise dispose of all or a substantial or material portion of Borrower's assets except in the ordinary course of its business.

  • Sale of Assets; Merger and Consolidation Subject to right of Shareholders, if any, to vote pursuant to Section 6.1, the Trustees may cause (i) the Trust or one or more of its Portfolios to the extent consistent with applicable law to sell all or substantially all of its assets to, or be merged into or consolidated with, another Portfolio, statutory trust (or series thereof) or Company (or series thereof), (ii) the Shares of the Trust or any Portfolio (or Class) to be converted into beneficial interests in another statutory trust (or series thereof) created pursuant to this Section 9.4, (iii) the Shares of any Class to be converted into another Class of the same Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law. In all respects not governed by statute or applicable law, the Trustees shall have power to prescribe the procedure necessary or appropriate to accomplish a sale of assets, merger or consolidation including the power to create one or more separate statutory trusts to which all or any part of the assets, liabilities, profits or losses of the Trust may be transferred and to provide for the conversion of Shares of the Trust or any Portfolio (or Class) into beneficial interests in such separate statutory trust or trusts (or series or class thereof).

  • Assumption of Assumed Liabilities Buyer hereby assumes, accepts and agrees to fully pay, perform, satisfy and discharge all of the Assumed Liabilities, in accordance with the terms and conditions set forth in the Asset Purchase Agreement.

  • Purchase and Sale of Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Transfers and Assignments Licensee is authorized to transfer or assign the Software or Licensee’s rights in the Software, and such authorization would include sublicensing, assignment or transfer among or between DOD agencies, outsourcers, contractors or Licensee, (in support of the DoD mission) or authorize any portion of the Software to be copied onto or accessed from another individual's or entity's computer, except as may be explicitly provided in this Agreement.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not in any manner transfer any property without prior or present receipt of full and adequate consideration.

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