Distributed Assets definition
Examples of Distributed Assets in a sentence
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.
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.
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of Parent in connection with the receipt of the Distributed Assets and the other transactions contemplated by this Agreement and the other documents contemplated hereby.
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.