Hive. Because of the extremely custom nature of this product line, please see the Hive Pricer for coverage limits and exclusions. • Carts – Warranty is 5 years for structure and workmanship and 1 year for casters. Carts include the Reload Battery cart, Sync table cart, Aero table cart, Parx table cart, Kendo chair cart, Filo chair cart, and Encore chair cart. • Booth Movers – Warranty is 2 years. Product is used for fixed frame Chariot booths. • Essay – This warranty does not cover ordinary wear and tear or problems caused by abusive or abnormal use, modification or alteration, improper assembly/installation, failures resulting from inadequate inspection and maintenance, accident, vandalism, or freights damage. Any incidental or consequential damages, including by not limited to business losses, personal property damage and third party liabilities are hereby expressly excluded.
Hive. Down Each unencumbered entity and asset including, but not limited to, those specified in sections E3 and E4 below (other than (i) any entity or asset which will be hived down to RigCo, (ii) cash and (iii) any subsidiary of Seadrill Limited party to a newbuild contract (including North Atlantic Rigel Limited and any equity stake in the West Rigel rig or related joint venture) to be hived down to the NSNCo Group as contemplated in the hive down steps paper prepared by Ernst & Young LLP (the “EY Paper”) or in sections X0, X0 and E5 below. For the avoidance of doubt, the hive down and change in shareholding structure of Seabras Sapura Participacoes SA and
Hive. Down Consideration Completion Accounts SPA signing Conditions Precedent Interim covenants Performance Guarantee and Equity Commitment Letter
Hive down, effective dates, Closing Balance Sheet, and continuation of carrying amounts 4 § 1 Holding Hive-down 4 § 2 Economic Effective Date, Transfer Date For Tax Purposes, Closing Balance Sheet, Legal Effective Date 4 B. Description of the OpCo Company Shares To Be Hived Down 5 § 3 Hive-down of the OpCo Healthcare Company Shares 5 § 4 Hive-down of the OpCo Life Science Company Shares 6 § 5 Hive-down of the OpCo Performance Materials Company Shares 6 § 6 Hive-down Balance Sheets 7 C. Consideration and capital measures, profit entitlement, capital reserves 7 § 7 Consideration for the transfer of the OpCo Company Shares To Be Hived Down and effective date of the profit entitlement 7 § 8 Capital increase for the purpose of the Holding Hive-down, contribution to the capital reserves 8
Hive down, effective dates, Closing Balance Sheet, and continuation of carrying amounts
a) the company shares in HC OpCo described in detail in § 3, including all rights and obligations thereunto appertaining (the OpCo Healthcare Company Shares) as a whole to HC HoldCo as the acquiring entity against a new company share in HC HoldCo to KGaA pursuant to § 7.1 a) of this Holding Hive-down Agreement;
b) the company shares in LS OpCo described in detail in § 4, including all rights and obligations thereunto appertaining (the OpCo Life Science Company Shares) as a whole to LS HoldCo as the acquiring entity against a new company share in LS HoldCo to KGaA pursuant to § 7.1 b) of this Holding Hive-down Agreement;
c) the company shares in PM OpCo described in detail in § 5, including all rights and obligations thereunto appertaining (the OpCo Perfor- xxxxx Materials Company Shares) as a whole to PM HoldCo as the acquiring entity against a new company share in PM HoldCo to KGaA pursuant to § 7.1 c) of this Holding Hive-down Agreement. The OpCo Healthcare Company Shares, the OpCo Life Science Company Shares, and the OpCo Performance Materials Company Shares are hereinafter collectively referred to as OpCo Company Shares To Be Hived Down.
Hive down of the OpCo Life Science Company Shares
Hive off assets or obligations Promote the formation of any Grantor so that the Grantor may purchase or acquire the Collateral or assume obligations of the Grantor or both; and
Hive. Out Agreement Warranty So far as the Seller is aware, there is no actual, pending or threatened claim by Cadent Gas Limited (formerly National Grid Gas Distribution Limited) against NGG under the Hive Out Agreement. 9 Employee share plans 9.1 In respect of any share incentive, share option or other incentive plan granted before Closing to an Employee, the Seller shall be liable to pay (or procure payment) to XxxX MidCo (or as it directs) on the due date for payment an amount equal to:
Hive. Out The Investor undertakes to procure that if and to the extent that a liability to SDLT arises in connection with the Hive Out which gives rise to a liability of NGG under Clause 22.10 of the Hive Out Agreement (whether or not a claim has been brought against NGG in respect of that amount), at the written request of the Seller, NGG shall, if and to the extent that such
Hive. Down 5.1 Notwithstanding any other provision of this Agreement, the Seller shall indemnify and hold harmless the Buyer against, and shall pay promptly on demand to the Buyer an amount equal to all Losses suffered by, and all Tax paid, payable or liable to be paid by, the Buyer and/or any member of the Buyer's Group as a result of: (a) the Hive Down (or any part of it, including the transfer or termination of any individual’s employment in connection with the Hive Down) subsequently being unwound or declared void in whole or in part by a court of competent jurisdiction (whether pursuant to section 238 of the Insolvency Xxx 0000 (or equivalent provisions in Northern Ireland or the ROI, where applicable) or otherwise); or (b) any failure by any member of the Seller’s Group to implement or record, or to procure the implementation or recording of, any part of the Hive Down in accordance with applicable laws; or (c) any failure by any member of the Seller’s Group to implement or record, or to procure the implementation or recording of, any part of the Hive Down in accordance with the terms of the Hive Down Agreements; or
