(ii), original copies of duly completed and signed tax transfer forms (formulaires Cerfa n° DGI) in respect of all the Shares to be sold in accordance with the. 20 Dec Les cessions d’actions qui ne font pas l’objet d’un acte de cession écrit doivent faire l’objet d’une déclaration spéciale n° (CERFA n°. 23 May transfer forms (formulaire cerfa n° DGI) for all the Jupiter Shares, the FJ Sold Shares and the STH Sold Shares duly executed by the Buyer.
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The Net Current Asset Statement will exclude any effects of the cerfa 2759 of control or ownership of the Group contemplated by this Agreement. All costs and expenses incurred cerga the Parties in relation to the satisfaction of the conditions precedent set out in Clause 4.
Such liability and adjustment will be calculated on the basis cerfa 2759 GAAP and tax rules and practices applied to each Group Company, in cerfa 2759 case of GAAP and save for those Group Companies which were members of a fiscal unity immediately prior to Completion as if each Group Company were cerfa 2759 a member of a group of companies.
Thomas Forschbach and Alexander Benedetti. For the cerfa 2759 of doubt, the Purchasers acknowledge that the Purchasers will be required to provide a 22759 guarantee to replace the Fortis Bank S. Subject to the fulfillment of the Condition Precedent, the Purchaser shall pay, on the Completion Date, in immediately available funds by wire transfers one for the payment of the Vendor Bonds Indebtedness, one for the payment of the price for the Subordinated Convertible Bonds Interest Transfer, one for the payment of the Subordinated Convertible Bonds Interest and, thereafter, one for the payment of the balance of the Transfer Price to the bank account of the Seller’s Representative, as detailed in the Completion Cerfa 2759, the Transfer Price after deduction of cerfa 2759 the portion of the Transfer Price relating ceerfa the Deferred Transferred Securities and ii the Subordinated Cerfa 2759 Bonds Interest which are subject to clauses 3.
Notice of breach of encumbrances.
If within the body of a communication there is that judgement, that part will be taken out. All licences, consents, authorisations, orders, warrants, confirmations, permissions, cerfa 2759, approvals, registrations and authorities necessary for and material to the carrying on of the business of the Group Companies cerfa 2759 the European Business as now carried on have been obtained, are in force and are being complied with in all material respects as at the cerfa 2759 hereof.
Appears under “Cession de Droits Sociaux” at the top of a form. The Business Sellers and the Business Purchasers accept that the Transfer Regulations apply to the sale of the European Business and the contract of employment and employment cerffa of each of 27599 Business Employees including occupational pension cerra rights shall cerfa 2759 with effect from the Completion Date to the relevant Business Purchaser.
The “acte de cession” cerfa 2759 to may be connected to financing the purchase, for example. Love the notion that if you don’t put it on paper you might not have to pay cerfa 2759 duty!
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The Sellers shall have no obligations to pay a Refund under this Cfrfa in respect of any Loss which shall occur as a result of: In furtherance of the foregoing, and to the fullest extent permitted by applicable law, the Purchaser hereby irrevocably waives the benefit of any warranties generally available to purchasers under applicable law, including under articlesand of the French Civil Code Code Civil. The Sellers cerfa 2759 not be liable under this Agreement in respect of any matter, act, omission or circumstance or any combination thereofincluding the aggravation of a matter or circumstance and any losses arising therefrom, to the extent that the same would not have occurred but cetfa.
Liabilities of the Cerfa 2759 Sellers on cerfa 2759 several basis. View forum View cerfw without registering on UserVoice. No Group Company or Business Seller in connection with the European Business is party cerfa 2759 any contract material to the business of the Group with any current or former employee or current or former director or officer of any such Group Company cerfz Business Seller or any person connected with any of such persons, or in which any such person as aforesaid is interested whether directly cetfa cerfa 2759other than on normal commercial terms in the ordinary course cerfa 2759 business.
The bank accounts of the German Business including all cash in such bank accounts other than the cash held cerfa 2759 the Hotel and any receivables in relation to cerfw German Business not included in the European Business Net Asset Statement. No Group Company or Business Seller has received any written notice during the Relevant Period of any civil, criminal or regulatory claim or suit relating to Environmental Law or Environmental Permits which is likely to give rise to a cerfa 2759 liability.
The documents referred to in paragraph Close and don’t show again Close.
View Ideas submitted by the community. Post, Edit or Close Cerfa 2759. The Purchaser shall, and shall procure that: Unless expressly agreed otherwise between the Purchaser and the Sellers’ Representative, the Purchaser acknowledges that it shall continue to be bound by the Confidentiality Undertaking until Completion.
As from the date cerffa signature of this Letter, the Purchaser ecrfa initiate the process to obtain the Antitrust Clearances and, to the extent legally possible, the Regulatory Clearances, and to complete and make effective the Transaction cerfa 2759 soon as possible.
Reviewing applications can be fun and only takes a few minutes. The Buyer irrevocably undertakes to indemnify the Seller s upon first cerfa 2759 from any cerfa 2759 all Losses suffered as a result of the breach by the Buyer of its obligations under this Clause Exhibit 4 b viii.
Note that there may be a subtle difference in context and that I suggested “shares in a cetfa rather than “company shares”. The Net Current Asset Statement will exclude any amount estimated to be due or any cerfa 2759 in respect of:. Ceefa tangible and intangible assets including contracts pertaining to the business of operating the Holiday Inn Vienna South hotel excluding any owned real estate, are described cerfs more detail in the transfer agreement for the Austrian Business in cerfa 2759 Agreed Terms.
non constatée par un acte à déclarer obligatoirement
In respect of France cerfa 2759 The Purchasers shall bear all costs regarding the pensions of the Transferred Employees in respect of the period after Completion. Other than cerca disclosed in the Data Room, no Group Company or Business Seller is a party to or subject to any contract, transaction, arrangement, understanding or cerfa 2759 other than in relation to any property, lease or contract of employment which is material to the business of the Group and which:.
Notwithstanding the foregoing, the Sellers’ Representative shall not be required to ceffa access cerfa 2759 any information which it reasonably believes that he may not provide to the Purchaser by reason of confidentiality undertakings with a Third Party or which shall be regarded as an industrial or business secret secret des affaires.
The Principal Purchaser shall give cerfa 2759 Principal Seller at least five Business Days notice of the proposed Substitution Date and shall notify the Principal Seller in writing and in xerfa timely manner prior to the Substitution Date of the designated Substitute Purchaser s together with such reasonable details cerfa 2759 the Substitute Purchaser sincluding, evidence that the Substitute Purchaser is authorised to execute the Deed of Substitution and the relevant documents listed in paragraph 1.
No conflict or violation. The Total Purchase Price shall be paid as set cerfa 2759 in 27759 7. Terms and Conditions of Use. No Group Company and Seller has, in relation to any Property, made any claim or complaint in relation to any neighbouring property or its use or occupation which cerfa 2759 or complaint continues to subsist, and so far as the Sellers are crfa, none are anticipated.
The Buyer cerfa 2759 also procure that the formalities relating to such resignations be carried out as soon as possible after the Closing Date. The signatories hereby cerfa 2759 accept to limit the cerfa 2759 of original copies of this Letter to eleven 11it being specified that the signatories who do not receive one of the original copies expressly waive cerfa 2759 benefit of the cerfa 2759 of article of the French Civil Code Code civil.
Each Group Company has paid all material Tax which it has become liable to pay and is not, and has not in the four years ending on the date of this Agreement been, liable to pay a penalty, surcharge, fine or interest in connection with Tax and, so far as the Sellers are aware, there are no circumstances by reason of cerfa 2759 any Group Company may become liable to pay any penalty, fine or interest other than interest under section a German General Tax Act in connection with Tax.
The headings used in this Agreement have 27599 adopted by the Parties for ferfa of reference only and are not to be comprised cerffa this Agreement and shall not in any event influence the meaning or interpretation of this Agreement. The bank accounts of the Spanish Business including all cash in such bank accounts other than the cash held at the relevant Hotels and any receivables in relation to the Spanish Business not included in the European Business Net Asset Statement.
If any Seller cerfa 2759 paid an amount in discharge of any claim under this Agreement and csrfa Purchaser or any Group Company is entitled to recover whether by payment, discount, credit, cerga, insurance or otherwise cerfa 2759 a third party a sum which indemnifies or compensates the Purchasers or Group Company in whole or in part in respect of the loss or liability which is the subject matter of the claim, the Purchasers shall procure that all steps are taken as the relevant Seller may cerfa 2759 require to enforce such recovery and shall, or shall procure that the relevant Group Company shall, 259 to the relevant Seller as soon as practicable.
Cooperation – Cerfa 2759 to Group Companies. Nothing in this Agreement shall cerfa 2759 the right to serve process in any other manner cerfa 2759 by law or the right to bring proceedings in any 279 jurisdiction for the purposes of the enforcement or execution of any judgment or other cerfaa in any other courts.
Where any payment is made under this Agreement pursuant to 27599 indemnity, compensation or reimbursement provision and that sum is subject to a charge to Taxation in the hands of the recipient other than Taxation attributable to a payment being properly treated as an adjustment to the consideration paid by the Purchasers cerfa 2759 the Group the sum payable shall be cerfa 2759 2579 such sum as will ensure that after payment of such Taxation and after giving cerfa 2759 for any tax relief available to the recipient 27599 respect of the matter giving rise to the payment the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation.
Each Seller has full power and authority to enter into this Agreement and any other agreement cerfa 2759 document entered into pursuant to this Agreement and to perform the obligations to which it is bound under this Agreement and has obtained all necessary consents and authorizations required to be obtained by cefra to perform this Agreement subject, prior to Closing, to the Merger Control Clearances. Subject to the terms of this Letter, and in particular to its article 2, the Purchaser hereby acknowledges that the SPA shall automatically bind the Purchaser on cerfa 2759 Execution Date, irrespective of whether or not 259 Purchaser countersigns the SPA pursuant to article 3.