Hive Down Agreement definition
Examples of Hive Down Agreement in a sentence
Upon conclusion of all transactions contemplated by this Agreement and the Other Operative Documents including but without limitation the Restructuring (which for the avoidance of doubt includes deferred transfer of Transferred Assets in accordance with the provisions of the Hive Down Agreement), and subject to the receipt of the Consents and Authorizations referred to in Section 6.12, the Joint Venture will have legal and beneficial title to the Transferred Assets clear of all Encumbrances.
Each Subsidiary will not do or omit any act, or permit any omission to act, which may cause a breach of any material contract, commitment or obligation, or any breach of any representation, warranty, covenant or agreement made by said Subsidiary herein, or which would have required disclosure on Schedule 3.7 had it occurred after the date of the Recent Balance Sheet and prior to the date of this Agreement, except as otherwise set forth in the Hive Down Agreement.
Opsys UK has not traded prior to the Hive Down Date and it has not incurred any liability or obligation other than to its shareholders in respect of its share capital and other than its obligations under this agreement, the Hive Down Agreement and the other agreements referred to therein.
Sub-Sections (a), (b), (c)(iv) and (c)(v) of this Section 12.7 shall not apply to limit the Seller’s liability under Section 14(1)(c) or 9.10(b)(iii) or where liability arises by reference to any VAT payable in respect of the contribution of Transferred Assets pursuant to the Hive Down Agreement.
Opsys UK has not traded prior to the date of this agreement and shall not have traded prior to the Hive Down Date and it has not incurred any liability or obligation other than to its shareholder in respect of its share capital and other than its obligations under this agreement, the Hive Down Agreement and the other agreements referred to therein.
This Section 12.3(b) shall not apply to limit the Seller’s liability under Section 5.4, 14(1)(c) or 9.10(b)(iii) or where liability arises by reference to any VAT payable in respect of the contribution of Transferred Assets pursuant to the Hive Down Agreement.
On or prior to Completion, the North of England Gas Distribution Network business in the United Kingdom presently carried on by the Seller will be sold to Blackwater in accordance with the terms of the Hive Down Agreement.
Neither CRG (as it relates to the business division of CRG that is subject of the Hive Down Agreement) nor Screening is relying on the transitional exemptions for manual data under Schedule 8 of the DPA 1998.
The rights and obligations of the Joint Venture and the Bank in relation to the Existing Merchant Agreements and New Merchant Agreements entered into between the Effective Time and the New Form Merchant Agreement Issue Date are as set out in the Hive Down Agreement.
The Hive Down Agreement having been completed and the Novated Agreements other than the Novation Agreement between (1) Central Research Laboratories, (2) Opsys Limited and (3) Opsys UK Limited having been narrated by the Novation Agreements.