Disposal of the Sxxxxxxxx Participations Sample Clauses

Disposal of the Sxxxxxxxx Participations. The Managing Sellers undertake to facilitate the disposal by the Company of the Sxxxxxxxx Participations until Closing as follows: (i) the Company shall establish a wholly owned subsidiary in the legal form of a Limited Liability Company with a nominal share capital of EUR 25,000 (“NewCo”); (ii) the Company shall sell and transfer the Sxxxxxxxx Participations at the costs of the Company for a purchase price of EUR 1 (each) to NewCo; (iii) immediately prior to Closing the Company shall transfer the shares held in NewCo the costs of the Company for to one or several of the Sellers against a consideration in the amount of EUR 25,000; (iv) after Closing and in close cooperation with the Company and the Purchaser NewCo shall either sell the Sxxxxxxxx Participations to any other shareholder in the respective Sxxxxxxxx Participation or dissolve and liquidate the respective Sxxxxxxxx Participation. To the extent that the respective Sxxxxxxxx Participation holds any assets used or to be used in the business of the Company, in particular but not limited to, intellectual property rights, Managing Sellers use best efforts to procure that such assets will be transferred to the Company without any further consideration. Costs, fees and taxes related to such sale and transfer or dissolution of the Sxxxxxxxx Participations shall be borne by NewCo and the Company as provided for in Exhibit 10.4.3 NewCo, Managing Sellers, the Company and the Purchaser will use their best efforts to effect the disposal of the Sxxxxxxxx Participations in the most cost and tax efficient manner.
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Related to Disposal of the Sxxxxxxxx Participations

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  • Other Methods of Procurement of Goods and Works. The following table specifies the methods of procurement, other than International Competitive Bidding, which may be used for goods and works. The Procurement Plan shall specify the circumstances under which such methods may be used: (a) National Competitive Bidding (b) Shopping (c) Direct Contracting

  • Disposal of Waste The licensee shall have to make their own arrangements for daily disposal of waste (after segregation of dry and wet waste) out of Maha-Metro premises. The wastes shall be dumped at sites approved by concerned civic agencies to ensure perfect cleanliness. If any kind of waste is found disposed off on Maha-Metro land or premises a penalty/fine of Rs. 5000/- per instance shall be imposed by Maha-Metro for each occasion.

  • Course Curriculum, Instruction, and Grading X. Xxxx College courses offered as dual credit, regardless of where they are taught, follow the same syllabus, course outline, textbook, grading method, and other academic policies as the courses outlined in the Hill College catalog. B. Approved courses being taught for dual credit must follow the approved master syllabus of the discipline and of Hill College. C. Textbooks should be identical to those approved for use by Hill College. Should an instructor propose an alternative textbook, the textbook must be approved in advance by the appropriate instructional department of Hill College and the Vice President of Instruction. Other instructional materials for dual credit/concurrent courses must be identical or at an equivalent level to materials used by Hill College. D. Courses which result in college‐level credit will follow the standard grading practices of Hill College, as identified by college policy and as identified in the appropriately approved course syllabus. The grades used in college records are A (excellent), B (above average), C (average), D (below average), F (failure), I (incomplete), W (withdrawn), WC (withdrawn COVID). The lowest passing grade is D. Grade point averages are computed by assigning values to each grade as follows: A = 4 points, B = 3 points, C = 2 points, D = 1 point, and F = 0 points. Grading criteria may be devised by Hill College and the ISD to allow faculty the opportunity to award high school credit only or high school and college credit depending upon student performance. E. Faculty, who are responsible for teaching dual credit/concurrent classes, are responsible for keeping appropriate records, certifying census date rosters, providing interim grade reports, certifying final grade reports at the end of the semester, certifying attendance, and providing other reports and information as may be required by Hill College and/or the School District.

  • OFFSET CREDIT/COOPERATION This Contract has been entered into in direct support of LOCKHEED XXXXXX'x international offset programs. All offset benefit credits resulting from this Contract are the sole property of LOCKHEED XXXXXX to be applied to the offset program of its choice. SELLER shall assist LOCKHEED XXXXXX in securing appropriate offset credits from the respective country government authorities.

  • Other Methods of Procurement of Consultants’ Services The following table specifies the methods of procurement, other than Quality and Cost-based Selection, which may be used for consultants’ services. The Procurement Plan shall specify the circumstances under which such methods may be used. (a) Quality-based Selection (b) Selection under a Fixed Budget

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  • designated Trademark Clearinghouse If there is a conflict between the terms and conditions of this Agreement and the Trademark Clearinghouse Requirements, the terms and conditions of this Agreement shall control.

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