French Newco definition
Examples of French Newco in a sentence
In such case, the costs of establishing French Newco, including the allocation of all the related Transfer Taxes, shall be as set forth in Section 5.6(6).
In addition, the Parties agree to allocate all Transfer Taxes related to the transfer of the French Contributed Assets to French Newco in accordance with the applicable provisions of this Section 5.6 and subject to the limitations set forth in Section 5.28(5).
Except as otherwise provided for in Section 5.28, prior to the Closing with respect to the Assets located at the Chateaudun Facility, the Seller shall cause the entity owning such Assets to contribute such Assets (including the French Real Estate but excluding the intangible assets described in Section 2.1(1) to French Newco, and shall cause such entity to assume any associated Assumed Liabilities.
Section 1.1 of the Purchase Agreement is further amended by deleting the phrase ("U.S. Newco" and, collectively with Dutch Newco and French Newco, the "Subsidiary Purchasers") and replacing it with "("U.S. Newco" and, collectively with U.K. Newco, Dutch Newco and French Newco, the "Subsidiary Purchasers")".
The Seller shall consult with the Purchaser to the extent practicable regarding the formation of French Newco.
The Purchaser shall deliver at the first Facility/ Design Closing the Security Documentation in customary form acceptable to the Seller and the Purchaser and containing such provisions as are necessary or appropriate to provide the Seller with a first priority (subject to permitted encumbrances) fully perfected security interest in the shares of French Newco, the Equipment and the Inventory (collectively, the "SECURED ASSETS").
Seller Parent shall consult with Buyers with respect to the form and content of the Organizational Documents of Olympus Germany Newco and Olympus French Newco.
Section 1.1 (132) is hereby amended by the deletion of the words “or the sale of all of the shares of French Newco, as the case may be,” from the third and forth lines of this section, and by the deletion of the words “French Newco” from the seventh and eleventh lines of this section.
In such case, notwithstanding Section 5.6(6), Purchaser shall not be responsible for any of the costs of establishing French Newco and the Seller shall also reimburse the Purchaser for one-half (1/2) of the carry costs of any Refundable Taxes for up to a nine (9) month period arising as a result thereof, based on an assumed carrying cost interest rate for this period equal to six (6%) percent per annum.
The Seller and the Purchaser each undertake to cooperate in order to complete or cause to complete all formalities required by French law with respect to the contribution to French Newco that have to be carried out subsequent to the completion of such contribution and could not practically be completed prior to or concurrent with the French Facility/ Design Closing.