SERH definition
Examples of SERH in a sentence
SERH shall execute and --------------------------------------- deliver to SERN the Financial Services Transition Agreement.
Subject to the terms and -------------------------------- conditions set forth herein, SELLER as legal and beneficial owner hereby sells and transfers to BUYER, and BUYER hereby purchases and accepts from SELLER, all of the outstanding shares of SERH (the "Purchased Shares").
SELLER, SERH and BUYER shall execute a ---------------- notarial deed effecting the transfer and acceptance of the Purchased Shares and the acknowledgment of the transfer drawn up in accordance with Netherlands law and in which SELLER gives discharge in respect of the consideration in relation to the Purchased Shares, to be executed before a civil law notary to be selected by BUYER.
At the Closing, BUYER shall, as consideration for --------------- the purchase of the Purchased Shares deliver to SELLER a promissory note in an aggregate principal amount equal to US$662,000,000 containing the terms and in substantially the form set forth in Exhibit A (the "SERH Note").
The execution and delivery by SERH of the Environmental Agreement and the consummation by SERH of the transactions contemplated by the Environmental Agreement have been duly authorized by all necessary corporate action.
SERH shall execute and deliver to ----------------------------- SERN the IT Interim Services Agreement.
No party is obliged to structure the arrangement in a manner which would materially adversely affect the cash flow or liabilities of such Party or create material adverse accounting, tax or legal consequences for such Party, but without prejudice to the obligation to transfer the shares in SERF to SERH or ensure that SERH is placed in the same economic and business position as if the shares had been transferred on Closing as contemplated above.
SELLER owns all of the outstanding capital stock of Shell Epoxy Resins Holdings B.V., a private company with limited liability (besloten venootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office in The Hague, The Netherlands, registered with the commercial register of The Hague under number 27182096 ("SERH"), and SERH owns all of the outstanding capital stock of the companies listed on Schedule J (together with SERH, the "Companies").
Except as provided in Section --------------------------------- 5.07 of the SELLER Disclosure Letter, SERH is the legal and beneficial owner of all of the issued and outstanding Equity Interests of the other Companies and 50% of the issued and outstanding Equity Interests of Yuka Shell Epoxy KK ("YKE"), and such Equity Interests are duly authorized, validly issued and outstanding, fully paid and non-assessable, free of all Liens.
SELLER will cause the Companies to have no outstanding ------------ Indebtedness as of the Closing, other than the SERH Note and Indebtedness that will be satisfied at the Closing by SELLER.