Sale as a going concern Sample Clauses

Sale as a going concern. If the special conditions of sale state that the lot is to be sold as a going concern, the Seller and Buyer confirm that they are registered for VAT and the Seller confirms that the legal owner has made a VAT option that remains valid and will not be revoked before completion. The Buyer confirms that it has made or will make a VAT option in relation to the Property that remains valid and will not be revoked before completion. The Buyer confirms that it is not buying the lot as nominee for another person. After completion, the Buyer confirms that it intends to manage the Property as a continuing business and collect rent due under any relevant tenancies. If, after completion, it is found that the sale of the Property is not a transfer of a going concern then the Seller’s solicitor/ conveyancer is to notify the Buyer’s conveyancer of that finding and provide a VAT invoice in respect of the sale of the lot.
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Sale as a going concern. 19.1 It is recorded and agreed that - 19.1.1 the sale of the Beatrix Enterprise is the sale of an enterprise as a going concern; 19.1.2 the Beatrix Enterprise will be an income-earning activity on the Effective Date; and 19.1.3 the assets which are necessary for carrying on the Beatrix Enterprise are being disposed of by Beatrix to Newco in terms of this Agreement. 19.2 It is recorded and agreed that - 19.2.1 the sale of the Driefontein Enterprise is the sale of an enterprise as a going concern; 19.2.2 the Driefontein Enterprise will be an income-earning activity on the Effective Date; and 19.2.3 the assets which are necessary for carrying on the Driefontein Enterprise are being disposed of by Driefontein to Newco in terms of this Agreement. 19.3 It is recorded and agreed that - 19.3.1 the sale of the Kloof Enterprise is the sale of an enterprise as a going concern; 19.3.2 the Kloof Enterprise will be an income-earning activity on the Effective Date; and 19.3.3 the assets which are necessary for carrying on the Kloof Enterprise are being disposed of by Kloof to Newco in terms of this Agreement. 19.4 It is recorded and agreed that - 19.4.1 the sale of the MJV Enterprise is the sale of an enterprise as a going concern; 19.4.2 the MJV Enterprise will be an income-earning activity on the Effective Date; and 19.4.3 the assets which are necessary for carrying on the MJV Enterprise are being disposed of by the MJV to Newco in terms of this Agreement. 19.5 It is recorded and agreed that - 19.4.1 the sale of the SA Service Division is the sale of an enterprise as a going concern; 19.4.2 the SA Service Division will be an income-earning activity on the Effective Date; and 19.4.3 the assets which are necessary for carrying on the SA Service Division are being disposed of by GFLMS to Newco in terms of this Agreement. Accordingly, the Parties intend that these transactions will be zero-rated pursuant to the provisions of Section 11(1)(e) of the VAT Act. Beatrix, Driefontein, Kloof, MJV and GFLMS will, on this basis, issue a zero-rated tax invoice to Newco. The Beatrix Purchase Consideration, the Driefontein Purchase Consideration, the Kloof Purchase Consideration, the MJV Purchase Consideration and the SA Service Division Purchase Consideration are exclusive of value-added tax (if any) which may be payable in respect of this transaction. Notwithstanding the above, if VAT becomes payable for any reason whatsoever, the purchaser of the enterprise in question shall pay sa...
Sale as a going concern. Notwithstanding anything to the contrary in this Agreement, the Security Agreements, the Pledge Agreements or any other Collateral Document, the Administrative Agent and the Lenders acknowledge that the value of each Station as a going concern is, as of the date hereof, significantly greater than the sum of the values of the individual collateral used in the operation of that Station in which the Administrative Agent, for the benefit of the Lenders, has been granted a lien or security interest. Therefore, the Administrative Agent and the Lenders agree that upon any foreclosure of their liens or security interests in the assets of such Station pursuant to the Collateral Documents, they shall first attempt to sell such Station as a going concern and that they shall not sell such collateral separately unless: (a) any Loan Party (or any of their respective agents, representatives or employees) has refused to cooperate fully in connection with the Administrative Agent's or the Lenders' exercise of their remedies hereunder, (b) the Administrative Agent has attempted to sell such Station as a going concern and, after reasonable efforts, has not been able to do so, or (c) the Administrative Agent determines in its sole discretion that selling such Station as a going concern is not feasible for any reason or is not likely to permit the Administrative Agent or the Lenders to raise sufficient funds to pay in full the Obligations secured by the Collateral Documents. Notwithstanding anything herein to the contrary, the Administrative Agent and the Lenders shall have the right, in their sole discretion, but subject to the terms and conditions of the Collateral Documents, (i) to sell any Station or group of Stations individually without being required to sell all of the Stations in one transaction, and (ii) to exercise their remedies under the Pledge Agreements prior to any exercise of remedies under the other Collateral Documents provided that anything to the contrary herein notwithstanding the exercise of such remedies shall be conducted in a commercially reasonable manner.
Sale as a going concern. 11.1 It is recorded and agreed that 11.1.1 the sale of the West Wits Plant Enterprise is the sale of an enterprise as a going concern; 11.1.2 the West Wits Plant Enterprise will be an income earning activity on the Effective Date; 11.1.3 all the assets which are necessary for carrying on the West Wits Plant Enterprise are being disposed of by WEST WITS to BT in terms of this Agreement; 11.1.4 both WEST WITS and BT are registered vendors in terms of the Value-Added Tax Act. Accordingly the parties intend that this transaction will be zero-rated pursuant to the provisions of section 11(1)(e) of the Value-Added Tax Act, 1991. The Sellers will, on this basis, issue a zero-rated tax invoice to BT. The purchase consideration set out in clause 5 is exclusive of value-added tax (if any) which may be payable in respect of this transaction. To the extent that value-added tax may be payable on all or any part or parts of the West Wits Plant Enterprise WEST WITS shall issue a credit note for the zero-rated tax invoice and issue a new tax invoice, appropriately revised, and payment of the value-added tax shall be the sole liability of BT.

Related to Sale as a going concern

  • Status as a Well-Known Seasoned Issuer (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

  • Rights as a Lender The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

  • Regulation as a Utility Buyer is not subject to regulation as a public utility or public service company (or similar designation) by the United States, any state of the United States, any foreign country or any municipality or any political subdivision of the foregoing.

  • Rights as a Shareholder The Optionee shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Rights as a Bank With respect to its commitment, the Loans made by it and the Notes issued to it, the Agent shall have the same rights and powers hereunder as any Bank and may exercise the same as though it were not the Agent, and the terms "Bank" and "Banks" shall, unless the context otherwise indicates, include the Agent in its individual capacity. The Agent may accept deposits from, lend money to and generally engage in any kind of banking or trust business with the Borrower as if it were not the Agent.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Appearance as a Witness Notwithstanding any other provision of this Article V, the Company may pay or reimburse expenses incurred by a Covered Person in connection with his or her appearance as a witness or other participation in a Proceeding at a time when such Covered Person is not a named defendant or respondent in the Proceeding.

  • Rights as a Stockholder The Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

  • Reliance as a Safe Harbor For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.

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