French Assets definition
Examples of French Assets in a sentence
Notwithstanding the above and irrespective of any provision contained in the Contribution Agreement, the relevant Designated Purchaser and Alcatel CIT shall be liable for all Transfer Taxes specifically related to the French Acquisition Structure, it being provided that the Seller does not give any representation as to the characterization of the French Assets and French Assumed Liabilities as a complete and autonomous business.
For the avoidance of doubt, the foregoing sentence shall apply with respect to the allocation of the French Purchase Price among the French Assets to the extent consistent with Section 2.10.
The Parties hereby agree that, for purposes of this Agreement (i) the Purchased Assets shall include the French Assets, (ii) the Assumed Liabilities include the French Liabilities, (iii) the French Assets and the French Liabilities shall be considered part of the Business and (iv) the Non-U.S. Purchase Price to be paid on Closing by Buyer to Seller shall include the French Purchase Price.
The Vendor may require such Transferee Company to agree to be bound to the same terms of this Agreement as the Purchaser in relation to the Shares and the French Assets transferred to such Transferee Company instead of (but not in addition to) the Purchaser provided that the Vendor shall have no increased liability as a result of such transfer and the Purchaser’s rights to rescind shall be waived to the extent that the Vendor’s ability to satisfy any condition is effected by any such transfer.
Notwithstanding anything to the contrary in this Agreement, unless and until Seller has executed and delivered to Buyer the France Acceptance Notice, for the purpose of this ARTICLE II, the French Companies and the French Assets will not be considered, respectively, to be a Transferred Company or Acquired Assets.
If this Agreement is terminated in accordance with this Article 11 with respect to the Deferred French Closing, the Seller shall repay to the Buyer the portion of the Preliminary Purchase Price allocated to the French Assets as set forth in Schedule 7.2(a).
Only upon a Put Option Exercise Event, the French Assumed Obligations; provided that unless and until a Put Option Exercise Event occurs, the French Assets shall constitute Retained Obligations.
Solely for the purpose of this Section 5.17, the French Assets will be deemed to be a material portion of the TMA Business.
The parties acknowledge that the transfer of the French Assets constitutes a sale of a “Going Concern” as regulated by French laws as of March 17, 1909 and June 25, 1935.
In the event that the French FDI Approval is not obtained by September 30, 2021, the Sellers and the US Buyer shall, and shall cause their Affiliates to, cooperate to implement a reasonable arrangement designed to provide the FR Buyer and its Affiliates with the applicable rights and benefits of the French Assets and, if requested by the FR Buyer, acting as an agent on behalf of such Buyer or as such Buyer shall otherwise reasonably require.