Fonds de commerce Sample Clauses

Fonds de commerce. The Company is not party to any contract, such as a partnership or leasing contract, relating to the transfer of the whole or part of its fonds de commerce.
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Fonds de commerce. The Target Group is not party to any contract, such as a partnership or leasing contract, relating to the transfer of the whole or part of its fonds de commerce.
Fonds de commerce. 6.2.1 Each Group Company has owned and continues to own full rights to its business (fonds de commerce) as well as tangible and intangible assets related to such business, in each case free and clear of any Encumbrances. 6.2.2 None of the Group Companies has leased or otherwise granted, in whole or in part, any rights with respect to its fonds de commerce (including société en participation, location-gérance, location libre or otherwise).
Fonds de commerce. Export Rights Roche SAS (a) Buyer hereby consents to the termination of the “contrat de location de gérance” between Roche SAS and LRN, dated June 6, 2000, as amended. (b) Buyer hereby further consents to (i) the sale and transfer of the rights owned by Roche SAS in relation to OTC products marketed in France, the French territories, Monaco and Andorra (the Fonds de Commerce), all as further specified in Article 1 of the agreement entered into on December 13, 2004, between Roche SAS and RCH, attached hereto as Schedule 2.17(b)(1), (ii) the termination of (y) the contrat de distribution and promotion commerciale export between Roche SAS and LRN, dated December 11, 1992, as amended, under which Roche SAS acted as distributor of LRN for the export of certain OTC products of the Orion Business to Algeria, Libya and certain other African countries, as well as (z) the unwritten agreement under which Roche SAS acted as distributor of RCH for the export of certain OTC products of the Orion Business to certain Middle Eastern countries (collectively the Export Rights), all as further specified in the respective termination letters dated November 16, 2004, and December 17, 2004, attached hereto as Schedule 2.17(b)(2), and (iii) the sale and transfer of the Transferred Orion Assets owned by CENEXI SAS, 52, rue M. et J. Xxxxxxx, 94122 Fontenay s/Bois, France, to RCH (the CENEXI Transfer) to be entered into prior to the Closing. (c) In order to enable RCH to pay the consideration for the acquisition of the Fonds de Commerce, the termination of the Export Rights of Roche SAS and the purchase price for the CENEXI Transfer, BHC or its designated Affiliate shall grant to RCH a short-term loan (hereinafter the Loan III), the principal amount, the applicable interest rate and the other terms and conditions of which shall be agreed separately between RCH and BHC or its designated Affiliate prior to Closing. For the avoidance of doubt, Loan III shall constitute part of the (Estimated) Net Debt and be accounted for as a third party loan. (d) The parties agree that any transfer Taxes and fees, stamp duties, notaries’ or governmental charges (other than any of the fees referred to in Article 10.6 of the Share and Asset Purchase Agreement) resulting from, or relating to, the transfer of the Fonds de Commerce to, and the termination of the Export Rights of Roche SAS by, RCH and LRN, respectively, shall be shared equally in between Sellers on the one hand and Buyer on the other hand....

Related to Fonds de commerce

  • Credit Reporting; Gramm-Leach-Bliley Act (a) With respect to each Mortgage Loan, each Sexxxxxx xxxxxx xx xully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information (e.g., favorable and unfavorable) on its borrower credit files to Equifax, Experian and TransUnion Credit Information Company (three of the credit repositories), on a monthly basis. (b) Each Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999 and all applicable regulations promulgatxx xxxxxxxxxx, xxxating to the Mortgage Loans required to be serviced by it and the related borrowers and shall provide all required notices thereunder.

  • OMNIBUS PROCUREMENT ACT OF 1992 It is the policy of New York State to maximize opportunities for the participation of New York State business enterprises, including minority and women-owned business enterprises as bidders, subcontractors and suppliers on its procurement contracts. Information on the availability of New York State subcontractors and suppliers is available from: NYS Department of Economic Development Division for Xxxxx Xxxxxxxx Xxxxxx, Xxx Xxxx 00000 Telephone: 000-000-0000 Fax: 000-000-0000 email: xxx@xxx.xx.xxx A directory of certified minority and women-owned business enterprises is available from: NYS Department of Economic Development Division of Minority and Women's Business Development 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 212-803-2414 email: xxxxxxxxxxxxxxxxx@xxx.xx.xxx xxxxx://xx.xxxxxxxxxxxxxx.xxx/FrontEnd/VendorSearchPu blic.asp The Omnibus Procurement Act of 1992 requires that by signing this bid proposal or contract, as applicable, Contractors certify that whenever the total bid amount is greater than $1 million: (a) The Contractor has made reasonable efforts to encourage the participation of New York State Business Enterprises as suppliers and subcontractors, including certified minority and women-owned business enterprises, on this project, and has retained the documentation of these efforts to be provided upon request to the State; (b) The Contractor has complied with the Federal Equal Opportunity Act of 1972 (P.L. 92-261), as amended; (c) The Contractor agrees to make reasonable efforts to provide notification to New York State residents of employment opportunities on this project through listing any such positions with the Job Service Division of the New York State Department of Labor, or providing such notification in such manner as is consistent with existing collective bargaining contracts or agreements. The Contractor agrees to document these efforts and to provide said documentation to the State upon request; and (d) The Contractor acknowledges notice that the State may seek to obtain offset credits from foreign countries as a result of this contract and agrees to cooperate with the State in these efforts.

  • Hatch Act The Subrecipient agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C.

  • Federal Occupational Safety and Health Law Contractor represents and warrants that all articles and services shall meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Act of 1970, as amended (29 U.S.C. Chapter 15).

  • INTERNATIONAL BOYCOTT PROHIBITION In accordance with Section 220-f of the Labor Law and Section 139-h of the State Finance Law, if this contract exceeds $5,000, the Contractor agrees, as a material condition of the contract, that neither the Contractor nor any substantially owned or affiliated person, firm, partnership or corporation has participated, is participating, or shall participate in an international boycott in violation of the federal Export Administration Act of 1979 (50 USC App. Sections 2401 et seq.) or regulations thereunder. If such Contractor, or any of the aforesaid affiliates of Contractor, is convicted or is otherwise found to have violated said laws or regulations upon the final determination of the United States Commerce Department or any other appropriate agency of the United States subsequent to the contract's execution, such contract, amendment or modification thereto shall be rendered forfeit and void. The Contractor shall so notify the State Comptroller within five (5) business days of such conviction, determination or disposition of appeal (2NYCRR 105.4).

  • Privacy Act If performance involves design, development or operation of a system of records on individuals, this Agreement incorporates by reference FAR 52.224-1 Privacy Act Notification (Apr 1984) and FAR 52.224-2 Privacy Act (Apr 1984).

  • Drug Free Workplace Act The Contractor will assure a drug-free workplace in accordance with 45 CFR Part 76.

  • SAFETY AND HEALTH A. The Employer agrees to provide a safe, clean wholesome surrounding in all places of employment. B. Each Department head shall issue instructions to all supervisory personnel to carry out the provisions of this Article. C. When an employee reports any condition which he/she believes to be injurious to his/her health to the administrative head of a work location, the administrative head shall correct the situation if within his/her authority, or shall report said complaint to his/her supervisor. D. A copy of the provisions of this Article shall be conspicuously posted in each work location. E. In all new places of employment, where the Union alleges that the air quality is inferior, the person in charge of the location will make reasonable efforts to have air quality checked. If the air quality is found to be sub-standard, the person in charge of the location shall make reasonable efforts to improve it. F. Whenever temperature inside any work location is unusually hot or cold, the person in charge of such work location shall immediately contact the person responsible for the building to determine the cause and probable length of time necessary to correct the problem. G. The Employer will make every reasonable effort to xxxxx asbestos containing materials as recommended by the Division of Occupational Hygiene. Where such cleanup is not possible, the Employer will make every effort to avoid making work assignments, which will unduly expose employees to known hazardous materials. H. Pregnant employees who work in conditions/situations deemed hazardous or dangerous to the pregnancy by the attending physician may request a temporary reassignment within their job description or a comparable position, and may be reassigned within two (2) weeks of notification for the duration of the pregnancy. Upon request by management, the employee will provide medical evidence. Such work assignments shall be determined by the appointing authority or his/her designee. This request must be made in writing to the Appointing Authority. I. Grievances involving the interpretation or application of the provisions of this Article may be processed through Step III of the grievance procedure set forth in Article 23, but may not be the subject of arbitration. Section 19.2 The Parties agree to establish a program to monitor air quality at new and existing worksites. The parties agree to negotiate over the specific provisions of such a protocol within 60 days. Section 19.3 The parties agree to establish a safety and security committee to study all state buildings and leased property where state employees work. The mission of the study will be to establish more consistent safety and security policies to ensure the safety and security of all state employees at their work site and citizens of the Commonwealth that visit state agencies. In addition, the parties agree to establish a training program to promote the safety and security of all state employees that may include, but shall not be limited to active shooter training, front line security, and reception practices and protocol for 911 emergencies.

  • Occupational Safety and Health Acts Contractor(s) who perform any work under this contract shall fully comply with the provisions of the Federal Occupational Safety and Health Act of 1970 and any amendments thereto and regulations pursuant to the act. Any Contractor who fails to do so may be terminated for cause as set forth below.

  • Publikace The Institution and the Investigator agree that the Sponsor shall have the sole and exclusive right to the first publication of the results of the Study. Such Sponsor publication is intended to be a multi-center publication of the Study results, collected from all investigators and institutions participating in the Study (the “Multi- Center Publication”). If the Investigator is interested in contributing to or participating in the Multi-Center Publication, he or she must contact the Sponsor. Selection of authors/participants will be governed by the Sponsor, considering individuals’ contribution to the Study.

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