PRE-SALE SPLIT OUT Sample Clauses
The "Pre-Sale Split Out" clause defines how proceeds or interests are divided among parties before a sale occurs. Typically, this clause outlines the specific percentages or shares each party is entitled to receive from assets, revenue, or products prior to the completion of a sale transaction. For example, in a joint venture, it may specify how profits are distributed between partners before the final sale of a project or asset. The core function of this clause is to ensure transparency and prevent disputes by clearly allocating entitlements before a sale is finalized.
PRE-SALE SPLIT OUT. The Vendor and the Purchaser will negotiate prior to Completion with a view to agreeing on an alternative structure for the transaction contemplated by this Agreement, such alternative structure to involve (i) the Company transferring to a new company (“Newco”) to be set up as a new member of the Vendor’s Group such elements of the Acquired Business as the Purchaser may reasonably request and/or (ii) a tolling or similar contractual arrangement/structure (the “Pre-Sale Split”) and on the Completion Date the Vendor selling the Shares and (if applicable) the entire issued share capital of Newco, provided that (without prejudice to the generality of the requirement of reasonableness):
(a) the Purchaser will indemnify the Vendor, any other member of the Vendor’s Group and (if so requested) the Company against all liabilities and reasonable costs incurred by, or claims brought against, them in connection with or resulting from the Pre-Sale Split;
(b) without limiting paragraph (a) above, the Purchaser will indemnify the Vendor, any other member of the Vendor’s Group and (if so requested) the Company against any amount by which the liability to Tax incurred by the Vendor, any other member of the Vendor’s Group or the Company as a direct or indirect consequence of, or otherwise in connection with, the Pre-Sale Split, the disposal of the Shares or the disposal of the shares in Newco (or any alternative structure agreed pursuant to this Clause 41) exceeds the liability to Tax that would have been incurred by them as a direct or indirect consequence of, or otherwise in connection with, the sale of the Shares as currently contemplated in Clause 3 of this Agreement, and neither the Tax Warranties nor clause 2 (Covenant) of the Tax Covenant will apply to any liability to Tax incurred by the Company, or any other event, act, transaction or omission occurring, in connection with the Pre-Sale Split;
(c) the Vendor will have no obligation to do or to procure anything in connection with the Pre-Sale Split which would cause it, any other member of the Vendor’s Group or the Company unreasonable inconvenience, cost or risk;
(d) neither the Vendor nor the Company shall be obliged to seek the consent of any third party (not being a member or the Vendor’s Group, an Employee or a trustee of the Huntsman pension scheme) for the doing of anything in connection with the Pre-Sale Split;
(e) the amount of time required to be spent by the personnel of the Vendor, any other member of the...