Contingent Assets Clause Samples

Contingent Assets. The Buyer shall pay to the Seller all the amounts (including by means of refund, credit, release of judicial deposits and guarantees and release in favor of the Company of any amounts from the Escrow Accounts) relating to acts and/or facts related to the period prior to (and including) the Closing Date that are effectively received, monetized, offset or credited, in any case with effective cash effect, by the Company, and to the benefit of the Company, until the termination date of the Seller’s obligation to indemnify as set forth in Section 7.2 and deriving (a) exclusively from the Claims listed in Exhibit 7.9, (b) the Escrow Accounts and/or (c) any indemnification recovered by the Company pursuant to Section 7.3.3 (“Contingent Assets”), net of any and all costs, defense costs, expenses and fees, and Taxes incurred by the Company for the conduct of the relevant Claims as of the Closing Date, that are finally resolved by a final judgment, which cannot be appealed against, of a court, arbitral tribunal or other tribunal of competent jurisdiction, or a ratification of a final conclusive settlement, which cannot be appealed against, subject to the following procedures: (i) all expenses, including attorneys' fees, expenses, court costs, and any other disbursements made in connection with the Contingent Assets shall be paid for and borne solely by the Seller, with no limitation; (ii) the conduct of any proceedings related to the Contingent Assets will be carried out by the Company under the direction of Seller, being certain that the Company will keep the Buyer informed of such proceedings until all the Contingent Assets are definitively settled by a final and unappealable decision. In this regard, the Buyer shall not, and shall cause the Company 1.1 The Parties agree to submit the Transaction contemplated by this Agreement to ▇▇▇▇’▇ approval within twenty (20) days from execution hereof.

Contingent Assets. In addition to the Purchase Price, PURCHASER agrees to pay to SELLER any contingent Tax assets related to the Business originated in the period prior to the Closing and that materialize after the Closing, except for any Tax contingent asset reflected in the Agreed Working Capital or Tax contingent asset resulting from or related to the Transaction. Tax contingent assets shall include the recoverable taxes and tax credits listed in Schedule 10.7, and shall be paid to SELLER within 30 days as of its materialization, understood as (i) the receipt of the correspondent cash amount by any of the Target Companies or their successors, and/or (ii) the use of the corresponding benefit by any of the Target Companies or their successors. In the latter case, “corresponding benefit” shall be deemed to be the first credit used by PURCHASER after the materialization of the credit.

Contingent Assets. The Buyer will not purchase and the Seller will not sell on the Closing Date Seller’s accounts and notes receivable as of the Closing Date (the “Accounts Receivable”) or Seller’s inventory (the “Inventory”). Notwithstanding the foregoing, the parties have entered into separate agreements, namely the Consignment Agreement with regard to the Inventory, attached hereto and incorporated herein as Exhibit A, and the Collection Agreement, with regard to the Accounts Receivable, attached hereto and incorporated herein as Exhibit B, pursuant to which Buyer becomes obligated to purchase the Inventory and the Accounts Receivable after the Closing Date on the terms and conditions set forth in the Consignment Agreement and the Collection Agreement, respectively. The Accounts Receivable and the Inventory are collectively referred to herein as the “Contingent Assets.”

Contingent Assets. Should the assignment of any of the Transferred ----------------- Assets under this Assignment require a third party consent as a condition to assignment and such consent has not been obtained as of the date hereof (any such asset being referred to as a "Contingent Asset"), Transferor, for itself and its successors and assigns, hereby covenants and agrees to take all commercially reasonable steps and incur all reasonable and ordinary costs necessary to obtain such consent promptly. Until such consents have been obtained, the Transferred Assets assigned hereunder shall not include the Contingent Assets, however, immediately upon obtaining such consent, the Contingent Asset to which such consent relates shall be deemed, without further action of any kind, to be a Transferred Asset that is assigned by Transferor to Transferee pursuant to this Assignment.