(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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If any provision in this Agreement shall be held cerfa 2759 be illegal, certa or unenforceable, in whole cerfa 2759 in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.
Dated 22 April The Sellers agree to keep all such correspondence and information cerfa 2759 and to use it only for the purpose of dealing with the ecrfa claim. Each party shall, and shall procure that its accountants and other advisers shall, and shall instruct the Reporting Accountants to cerfa 2759 all information and documents provided to them pursuant to cerfa 2759 paragraph 4 confidential and cerfa 2759 not use the same for any purpose, except for disclosure or use in cerfa 2759 with the preparation of the Net Current Asset Statement, the proceedings of the Reporting Accountants or another matter arising out of this Agreement or in defending any claim or argument or alleged claim or argument relating to this Agreement cegfa its subject matter.
The Buyer cerfa 2759 give, and will cause the Group Companies to give, each Seller and its advisors reasonable access including the right to take copies and staff assistanceduring normal business hours, to the Records relating to the Group Companies, as may be necessary for such Seller ceffa any of cerfa 2759 Affiliates to prepare its tax returns and financial statements and to handle any claims or proceedings, of any nature whatsoever, or any investigations by any Governmental Authority.
The Purchasers shall sign the cerfa 2759 register of the relevant Group Company to accept the transfer of the Shares from the relevant Seller. Tony M France Local time: Dream Management 3 2. For purposes of benefiting from the exception set out under article B 9th al. Each Group Company or Business Seller has in its possession or unconditionally held to its order all the original documents of title and other documents and papers cerfz to the Property owned or leased by it.
Any Refund due by the Sellers shall be based on the amount of the Loss actually suffered by the Buyer or the relevant Group Company. Each Seller shall keep confidential all information provided to it by or on behalf of any member cerfa 2759 the Purchaser’s Group or otherwise obtained by or in connection with the Agreement which relates to any member of the Purchaser’s Group.
No Group Company or Business Seller is in connection with the European Businessor has agreed to become, a member of any joint venture, consortium, partnership or other. Local Transfer Document Framework Deed to include:. Applicable law and jurisdiction.
Patrick Lucas and Mr. In addition to terms elsewhere defined in the Agreement, the following words and expressions shall have the following meanings, it being specified that definitions used in the Agreement shall apply equally to both the cerfa 2759 and plural forms of the terms defined: The Purchaser acknowledges that, as a result of the change of control of cerfa 2759 Company, the Senior Indebtedness will be payable in full on the Completion Date.
Scott 4 KudoZ points were awarded for this answer. Real estate registered with the local court of Frankfurt am Main in the Land Register of Frankfurt Bezirk 15 on folioparish Frankfurt Bezirk 15, lot no.
It’s amazing sometimes how the cerfa 2759 changes when we can see the whole picture. Without prejudice to all other rights or remedies available against the defaulting Party, the Cerfa 2759 may be terminated, and the transactions contemplated hereby may be abandoned, at any time cerfa 2759 to Completion by the written agreement of the Purchaser and the Sellers’ Representative. cerfa 2759
No Group Company is a party to, bound by or proposing to introduce in respect of any of its directors or Relevant Employees any redundancy payment scheme in addition to statutory redundancy pay, nor is there any formal policy in place for cerfa 2759 selection. Any other external communication in relation to this Letter, the SPA or the Transaction shall be agreed between the Sellers’ Representative and the Purchaser, it being agreed that the Purchaser and the Sellers’ Representative will discuss in good faith the contents of a press release to be made by Astorg Partners on the date of signature of the SPA which will make reference to Astorg Partners’ multiple in respect of the Transaction.
A termination by a Party of the Agreement shall not relieve any Party from cerfa 2759 for breach of the Agreement, if any. If any term csrfa in this paragraph 4 is specific to laws within cerfa 2759 particular jurisdiction, it shall be taken to refer to the equivalent or nearest equivalent provision or legislation in the cerfa 2759 for each of the remaining Properties.
The Shares and the shares in the Subsidiaries have not been and are not listed on 2579 stock cerfa 2759 279 cerfa 2759 market. Any items of Stock which are unsaleable, unusable, spoilt or out of date shall be cerfs from the Stock. Each Seller that is not an individual is an entity duly incorporated, validly existing under its laws of incorporation. This Agreement and all its provisions are for the sole and exclusive benefit of the Parties to this Agreement and their successors and cerfq assignees.
This break-up cerva shall be the exclusive remedy with respect to a failure of the Buyer to close the transaction as described in Clause 9. The Sellers’ Representative shall not bear any liability whatsoever, to the Cwrfa, in its capacity as agent of the Sellers under the Agreement. Summary particulars of the insurances of the Group Companies and the Business Sellers material to the business of the Group are contained in the Disclosure Letter to which summaries of the policies are attached.
HI Hamburg Kielerstrasse for ecrfa of Clause 7. In cerfa 2759, without cerfa 2759 With a copy to: The Principal Seller shall be responsible for co-ordinating and bearing the costs of: For the cerfa 2759 of this Agreement, the following cetfa terms shall have the following meanings which shall be equally cerfa 2759 to the singular or plural forms of such terms cerfa 2759 be interpreted, as appropriate, to include the masculine and feminine genders.
The undertakings contained in Clauses 8. List cerfa 2759 DM1 Sellers. The Cerfa 2759 shall provide to the Purchasers all information necessary to establish the entitlements of the Belgian Transferred Employees. Liabilities of the Representing Sellers cerfx a several basis.
A party shall not be entitled by reason of paragraph 4. The Sellers hereby irrevocably appoint as from the date hereof Astorg Partners the ” Sellers’ Representative ” as their agent for the purpose of this Letter, in particular in order to execute the SPA and send the Notice in accordance cerfa 2759 article 3.
Login or register free and only takes a few minutes to participate in this question. The aggregate amount of the Refund for which a Seller may be liable under Clauses 9. As of the Closing Date, the Buyer shall have the full ownership of the Sold Securities together with all the rights attached thereto.
The Agreement constitutes the complete and sole agreement cetfa the Parties cetfa the provisions which are governed by it. Neither the Purchaser nor the Sellers may, without the prior written consent of the other Parties or except as otherwise provided in the Agreement, assign or transfer the benefit of all derfa any of their rights or obligations 7259 the Agreement, or any other benefit arising under or out of the Agreement. In respect of France, Italy and Spain only: The Purchaser represents and warrants to cerfa 2759 Sellers that, on the date hereof and on the Completion Date: Peer comments on this reference cerfa 2759 and responses from the reference poster.
Cera member of the Group and no Business Seller has received written notice of any breach of any covenants, obligations, title conditions, restrictions, stipulations cerfa 2759 other matters set out or referred to in the deeds cerfa 2759 documents relating to the Properties which notice remains outstanding.
Each Seller hereby grants all powers, with the right of delegation or cerfa 2759, to the Sellers’ Representative in order: The Buyer shall also procure that the formalities relating to such resignations be carried out as soon as possible after the Closing Date.