Hive down Clause Samples
A hive down clause facilitates the transfer of a business or assets from one company to a newly created subsidiary, typically before a sale or restructuring. In practice, this involves the parent company setting up a new entity and moving specific assets, liabilities, or operations into it, often to streamline a transaction or isolate risks. The core function of a hive down clause is to enable efficient corporate reorganizations by allowing targeted parts of a business to be separated and dealt with independently, thereby simplifying sales, mergers, or risk management.
Hive down to form a new company and to subscribe for or acquire (for cash or otherwise) any investment in or of the new company and to sell, transfer, assign, exchange and otherwise dispose of or realise any such investments or part thereof or any rights attaching thereto;
Hive down. 11.1 On the first Business Day immediately following the date of this agreement Opsys and Opsys UK will execute the Hive Down Documentation and complete the Hive Down Reorganisation.
Hive down. 23.1. The Hive Down Documents shall become effective and the Corporate Reorganisation shall be implemented (the “Hive Down”). The Hive Down shall include (without limitation):-
(a) the novation pursuant to the Novation Agreement of all Exposures (including, without limitation, Hedging Exposures) under the relevant Existing Facilities under which Torm Singapore is a borrower or a joint borrower so that the rights and obligations vis-à-vis Torm Singapore and the Lenders under such Existing Facilities shall be novated to the Company, save that in the event that the Lenders under the Sinosure Facility and the Commercial Facility elect not to participate in the Hive Down, there shall be no novation of the Sinosure Facility and/or the Commercial Facility;
(b) the transfer of the Vessels (which shall only include those Vessels which are part of the Collateral Pool of the Sinosure Facility and/or the Commercial Facility if the Lenders under the Sinosure Facility and/or the Commercial Facility have agreed to participate in the Hive Down) (“Transferred Vessels”) to each Vesselco; and
(c) the entry into bareboat charter arrangements between each Vesselco and the Company, together with such other arrangements as may be required or advisable in order to continue the technical and commercial operation of the Transferred Vessels uninterrupted which shall in all material respects be consistent with the Structure Papers. Such agreements shall be reasonably acceptable to the Co-ordinator and to the relevant Lenders under the Existing Facility Agreements, with all obligations thereunder fully subordinated to the Existing Finance Documents, the New Transaction Security Documents and the debt under the Super Senior Facility and related documents.
23.2. In consideration for the transfers referred to above the Company, each Vesselco, Vessel Holdco, each Torm GP and Torm GP ApS shall grant New Transaction Security as required by the Super Senior Facility Agreement and the Framework Agreement and each Vesselco shall enter into a guarantee in relation to the Existing Facility relevant to that Vesselco.
23.3. In the event that it is necessary to release any of the Existing Transaction Security the Lenders and the Company shall cooperate with regard to such release, the Hive Down and the completion and registration of transfers of the Transferred Vessels and of the New Transaction Security Documents to ensure that the registration of the New Transaction Security occurs immediately (o...
Hive down. The following contracts shall have been transferred or assigned to Screening by CRG or one of its Subsidiaries in a form reasonably satisfactory to INTX and all counterparties to such contracts shall have consented in a form reasonably satisfactory to INTX to the transactions set forth in this Agreement: (i) UK Criminal Records Bureau; (ii) Disclosure Scotland; (iii) Equifax; (iv) Experian; (v) Analystic; (vi) Microsoft Office; (vii) Ingrove Ltd.
Hive down. The Parent shall use commercially reasonable endeavours to procure that each Material Contract is amended within three months of the date of this Agreement to replace itself as a party with Frigoinvest Holdings B.V.or any other Obligor or to join Frigoinvest Holdings B.V. or any other Obligor as a party to such Material Contract with the same rights and benefits thereunder as the Parent (on a joint and several or a several basis).