SPV'S TRANSFER OF COCA-COLA AND CBP Sample Clauses

SPV'S TRANSFER OF COCA-COLA AND CBP. If the SPV is successful in the acquisition of control of the Soft Drink Business and/or the Beer Business, then promptly after such acquisition the SPV shall sell the Soft Drink Business to Panamco for the Soft Drink Purchase Price and shall sell FIFCO and Beer the Beer Business for the Beer Purchase Price; provided that if such sales are not permissible under local laws and regulations, then the Parties shall mutually agree upon an alternative transaction structure (including, as a first alternative, the liquidation/dissolution of the SPV in which case Panamco shall have a liquidation preference over the Soft Drink Business and Beer and FIFCO shall have a liquidation preference over the Beer Business). Payment for such assets shall be effected by the cancellation and set-off of the respective Party's promissory notes referred to in Section 2.04 above. Costs and expenses incurred in connection with such sales or other transfers that are attributable to the Soft Drink Business shall be borne by Panamco and costs and expenses incurred in connection with such sales or other transfers that are attributable to the Beer Business shall be borne equally by FIFCO and Beer.
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