Examples of Distributed Assets in a sentence
Except as described in Schedule 6.6, since January 1, 1999, neither the Company nor any Company Subsidiaries has made any loans, contributions or advances to any Distributed Subsidiary or with respect to any Distributed Assets.
Upon the terms and subject to the conditions contained herein, Idun hereby conveys, transfers, assigns and delivers to Conatus, as a distribution with respect to the Idun stock held by Conatus, and Conatus hereby acquires and accepts from Idun, of all of Idun’s right, title and interest, as of the Effective Date, in and to the Distributed Assets.
Notwithstanding anything to the contrary herein, Conatus shall be responsible for any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfer of the Distributed Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto, shall file in a timely manner all tax returns relating to such taxes and shall hold Idun harmless from same.
SpinCo hereby waives compliance by each and every member of the SpinCo Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SpinCo Distributed Assets to any member of the SpinCo Group.
FAC will provide First Union with a blanket indemnity against any and all claims of whatever kind or nature including but not limited to environmental claims relating to the use, ownership, lease, operation or maintenance of the Distributed Assets and for any or all liabilities, obligations, claims, causes of action or any other liabilities arising or related to the Distributed Assets or the Proposed Transaction.