MUMSS definition
Examples of MUMSS in a sentence
Each of MUFG and MS shall have the same rights, and MUMSS, MSMS and their respective Subsidiaries shall have the same obligations, as are set forth above in this Section 3.2(b) with respect to any non-privileged records pertaining to their respective Contributed Businesses that are transferred to MUMSS or MSMS, as applicable.
MUMSS shall pay to MSMS no consideration for the IBD Corporate Split.
Each of the Transaction Documents shall have been finalized to the reasonable satisfaction of both Parties, executed, delivered and performed (to the extent required/obligated to be performed by the Closing, if any) by all parties thereto other than MS and its Subsidiaries, and the MUMSS Articles shall have been approved by a general meeting of the shareholders of MUMSS and, to the extent required, by general meetings of any class shareholders of MUMSS.
At the Closing, MUMSS will be an entity duly organized and validly existing under the laws of Japan and will have all requisite corporate power and authority to own and operate, as applicable, the MUS Contributed Assets, the MUS Contributed Liabilities, the MUS Contributed Business, the IBD Contributed Assets, the IBD Contributed Liabilities and the IBD Contributed Business as currently conducted or as proposed to be conducted from and after the Closing.
The Parties shall reasonably cooperate to (i) identify all Tax-related information with respect to the Contributed Businesses that is held by MUFG, MS or their respective Affiliates and is reasonably necessary for the preparation of any Tax Return of MUMSS or MSMS, (ii) agree on the format in which such documentation will be provided to MUMSS or MSMS, as applicable, and (iii) take all actions reasonably necessary to transfer such information to MUMSS or MSMS, as applicable, at the Closing.
In addition, notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall (A) require the Indemnitor to indemnify the brokers or other employees of the Indemnitor, any of its Subsidiaries, MUMSS or MSMS, or (B) be deemed to waive any right of the Indemnitor to receive reimbursement from such brokers or other employees for, among other things, Losses caused by their criminal conduct, willful misconduct or bad faith.
The Parties shall, and shall cause MUMSS and MSMS to, make reasonably available to the Accounting Firm and to each other all relevant books and records, any work papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Preliminary Closing Balance Sheets and all other items reasonably requested by the Accounting Firm or the other Party in connection herewith.
Any consumption, excise, sales, use, transfer, Real Property transfer, documentary, stamp or similar Taxes (“Transfer Taxes”) resulting from the transfer of the Contributed Assets to MUMSS or MSMS, as applicable, and the transactions described in Section 1.6 shall be borne by the Party or its Contributing Subsidiary that is responsible or otherwise liable therefor under Applicable Law.
Each of MUFG, MS, MUMSS and MSMS shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and representatives to reasonably cooperate, with respect to Tax matters.
MUFG, MS, MUMSS and MSMS agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Contributed Businesses as is reasonably necessary for the filing of any Tax Return, the preparation for any audit and the prosecution or defense of any Claim relating to any proposed adjustment, in each case, with respect to a Pre-Closing Tax Period or a Straddle Period.