Contingent Assets. A contingent asset arises where an event has taken place that gives the council a possible asset whose existence will only be confirmed by the occurrence or otherwise of uncertain future events not wholly within the control of the council. Contingent assets are not recognised in the Balance Sheet but disclosed in a note to the accounts where it is probable that there will be an inflow of economic benefits or service potential.
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. 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.
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.”
