Intcomex Peru, S Sample Clauses

Intcomex Peru, S. A.C., a sociedad anónima cerrada organized and existing under the laws of Peru (“Intcomex Peru”) shall have acquired 2,297 outstanding shares in DTMK Inmobiliaria, S.A.C., a sociedad anónima cerrada organized and existing under the laws of Peru (“DTMK”), free and clear of any Encumbrances; Intcomex Peru shall have agreed to cancel DTMK’s outstanding debt owed to Intcomex Peru in the amount of 648,170.00 Peruvian soles in exchange for 64,817 newly issued shares in DTMK, free and clear of all Encumbrances; and all actions shall have been taken, other than the publication of a notice regarding the share capital increase in the Diario Oficial El Peruano, for Intcomex Peru to own at least 99% of DTMK, free and clear of any Encumbrances.
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  • Assumed Liabilities; Excluded Liabilities (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, convey, deliver, transfer and assign to Buyer (or its designated Affiliate), and Buyer (or its designated Affiliate) shall assume from Sellers the Assumed Liabilities.

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