Indirect Partial Liquidation Sample Clauses

Indirect Partial Liquidation. 7.5.1 Without intending to give any representation or warranty to that effect, the Parties assume that the sale of the Shares will not trigger any income tax consequences for the Vendors.
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Indirect Partial Liquidation. (a) CryoLife, Parent and the Buyer covenant and undertake to the Securityholders and Minority Shareholders who sold their Shares between the date hereof and the Closing Date to one or several Securityholders that they will refrain, and will cause their Affiliates and any purchaser of any Sold Shares after the Closing Date to refrain, from any action which could reasonably be expected to result in a so-called "indirect partial liquidation" in accordance with Swiss tax law and the practice of the Swiss tax authorities. In particular, and without limitation, from the Closing Date until the fifth (5th) anniversary of the Closing Date, CryoLife, Parent and the Buyer shall not, and shall not permit their Affiliates or any purchaser of any Sold Shares after the Closing Date to take any action that results in an “indirect partial liquidation”.
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Indirect Partial Liquidation. 27 Share Purchase Agreement -4- --------------------------------------------------------------------------------
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Indirect Partial Liquidation. The Purchaser has not made, and will not during the 5 (five) years following the Closing Date make, any payment of the Purchase Price (or any portion thereof) out of any funds which either directly or indirectly (by virtue of cash disbursement, upstream loans, back-to-back arrangements, guarantees, pledge or in any other manner) are taken from the Company, and the Purchaser will not take other actions that re-characterizes the Purchase Price as income taxable to the Sellers. The Purchaser is aware that such payments according to tax practice of the Swiss Tax Administration, might be construed as "liquidation partielle indirecte" or "liquidation", which might re-characterize capital gain as taxable dividend income of the Sellers 2 to 5. The Purchaser unconditionally and irrevocably undertakes to hold the Sellers 2 to 5 fully harmless and to indemnify the Sellers 2 to 5 for any and all income and/or withholding taxes which are imposed on the Sellers 2 to 5 by a non-appealable judgement based on the initial decision of either the cantonal or federal tax authorities. The Purchaser shall however seek no indemnification from Seller 1 for any tax liability of the Company relating to the present transaction, i.e., the purchase of the Sale Shares, arising exclusively on the basis of the theory of the indirect partial liquidation. The Purchaser shall be kept informed by the Sellers 2 to 5 and the Purchaser shall, in its entire discretion, arrange for and control the necessary tax procedure and bear all costs incurred with such a non-appealable judgement. The Sellers 2 to 5 shall use their best efforts to contest any claim or case brought by the cantonal or federal tax authorities and resist any attempted re-characterization of the Purchase Price or use of Retained Earnings as dividend or other taxable income. Share Purchase Agreement -28- --------------------------------------------------------------------------------
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Related to Indirect Partial Liquidation

  • Orderly Liquidation A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the losses normally attendant upon a liquidation.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Rights on Liquidation In the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary, or any other distribution of assets of the Partnership among its unitholders for the purpose of winding-up its affairs, unless the Partnership is continued under the election to reconstitute and continue the Partnership pursuant to Section 13.2.2 of the Agreement, the Holders shall be entitled to receive C$25.00 per Series 7 Preferred Limited Partnership Unit held by them, together with all accrued (whether or not declared) and unpaid Series 7 Distributions up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Partnership), before any amounts shall be paid or any assets of the Partnership distributed to the holders of any Junior Securities. Upon payment of such amounts, the Holders shall not be entitled to share in any further distribution of the assets of the Partnership.

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Cash Liquidation 7 Certificate...................................................................7

  • Distributions Upon Liquidation Proceeds from a Terminating Capital Transaction and any other cash received or reductions in reserves made after commencement of the liquidation of the Partnership shall be distributed to the Partners in accordance with Section 13.2.

  • Winding Up Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Manager shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Company, the Manager may, to the fullest extent permitted by law, take any and all actions that it determines in its sole discretion to be in the best interests of the Members, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company, (ii) the payment, settlement or compromise of existing claims against the Company, (iii) the making of reasonable provisions for payment of contingent claims against the Company and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Manager to minimize the losses that may result from a liquidation.

  • Distributions on Liquidation (a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 9.4 shall be made to the Member within ninety (90) days after the date of such liquidation.

  • Discharge Prior to Redemption or Maturity If the Company at any time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay the principal of and interest on the Notes to redemption or maturity and complies with the other provisions of the Indenture relating thereto, the Company will be discharged from certain provisions of the Indenture and the Notes (including certain covenants, but excluding its obligation to pay the principal of and interest on the Notes).

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