Contribution of Excluded Assets to SPV Assets Sample Clauses

Contribution of Excluded Assets to SPV Assets. As soon as possible, after incorporation, Olive affiliates holding Excluded Assets (identified in Schedule V) will contribute the Excluded Assets (except those that may have been transferred to third parties) to a newly established limited liability company (sociedad de responsabilidad limitada de nueva creación) in the framework of an incorporation or a share capital increase of Olive (“SPV Assets”). For the purposes of contributing the Excluded Assets to SPV Assets, these will be valued pursuant to their value in the balance sheet of the contributor.
Sample 1
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Contribution of Excluded Assets to SPV Assets. As soon as possible, after incorporation, Olive affiliates holding Excluded Assets (identified in Schedule V) will contribute the Excluded Assets (except those that may have been transferred to third parties) to a newly established limited liability company (sociedad de responsabilidad limitada de nueva creación) in the framework of an incorporation or a share capital increase of Olive (“SPV Assets”). For the purposes of contributing the Excluded Assets to SPV Assets, these will be valued pursuant to their value in the balance sheet of the contributor. SPV Assets will assume all current or future debts and liabilities related to the Excluded Assets. That commitment will be carried out, to the extent possible, through the termination of the debt or liability of the contributing companies with third parties and, if not possible, the commitment will be carried out by SPV Assets cumulatively and non-exhaustive effect, with the obligation to hold the contributing companies harmless from any damages that may be suffered in relation to those debts and liabilities. Annex 4.2.1. includes a model clause to include in the deed of incorporation or capital increase. HoldCo will be guarantor of SPV Assets obligations pursuant to the above paragraph. In the scenario that Olive is a wholly owned subsidiary of HoldCo following the contribution of the Excluded Assets to SPV Assets, its total shareholding will be distributed as dividend in kind, in a process that will make HoldCo the sole shareholder of SPV Assets, which owns the Excluded Assets (except the Excluded Assets that may have been transferred to third parties). The management strategy that HoldCo will follow with regard to SPV Assets will consist in transferring Excluded Assets, either individually or jointly, through sale and purchase agreements in order to maximize their value. 20/66 Executed version, 2015/07/31 [ENGLISH TRANSLATION FOR INFORMATION PURPOSES]
Sample 1

Related to Contribution of Excluded Assets to SPV Assets

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Limitation on Sales of Assets and Subsidiary Stock (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Seller shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Seller shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Penta-Gen and the Company to execute any and all such bills of sale, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Seller and to assign and/or transfer the Excluded Liabilities to Seller. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Disposition of Assets; Etc The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease, license, transfer, assign or otherwise dispose of any of its business, assets, rights, revenues or property, real, personal or mixed, tangible or intangible, whether in one or a series of transactions, other than inventory sold in the ordinary course of business upon customary credit terms, sales of scrap or obsolete material or equipment, the lapse of intellectual property of the Borrower or any of its Subsidiaries that is no longer useful or material to their business and sales of fixed assets the proceeds of which are used to purchase other property of a similar nature of at least equivalent value within 180 days of such sale, provided, however, that this Section 6.09 shall not (a) prohibit any sale or other transfer of an interest in accounts or notes receivable to a Securitization Entity pursuant to Permitted Securitization Transactions if the aggregate outstanding principal amount of the Indebtedness under all Permitted Securitization Transactions does not exceed $250,000,000, (b) prohibit any sale or other transfer of any asset of the Borrower or any Subsidiary to the Borrower or any Subsidiary that is a Guarantor and (c) prohibit any such sale, lease, license, transfer, assignment or other disposition if the aggregate book value (disregarding any write-downs of such book value other than ordinary depreciation and amortization) of all of the business, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective Date and on or prior to such transaction date shall be less than 40% of the aggregate book value of the Consolidated Total Assets as of the end of the fiscal year immediately preceding such transaction and the aggregate amount of businesses, assets, rights, revenues and property sold, leased, licensed, transferred, assigned or otherwise disposed of after the Effective date and on or prior to such transaction date shall be responsible for less than 40% of the consolidated net sales or net income of the Borrower and its Subsidiaries for the fiscal year immediately preceding the date of such transaction, and if immediately after any such transaction, no Default shall exist or shall have occurred and be continuing.

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

  • Sale of Assets, Etc (a) Except as permitted under Section 10.6, the Company will not make any Asset Disposition unless:

  • Retained Assets Notwithstanding anything to the contrary in Sections 2.1 through 2.9 or elsewhere herein, the Assets do not include the following (the “Retained Assets”):

  • Sales of Assets, Etc Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except:

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