Spin-off by Way of Singular Succession Sample Clauses

Spin-off by Way of Singular Succession. As an alternative to the Spin-off in accordance with the Reorganization Act, a Spin-off not governed by the Reorganization Act could also be carried out, namely the contribution of the Spin-off Assets and Liabilities to BRE as a noncash contribution, with the transfer of the associated assets and liabilities by way of singular succession. However, singular succession would require a large number of transfer deeds (assignments, transfers of ownership, con- tract transfers, etc.), which would incur significant additional expense. In particular, in cont- rast to the planned Spin-off under section 123(3) of the UmwG, the contracts and other legal relationships with third parties associated with the Spin-off Assets and Liabilities would not be transferred to BRE in parallel with the entry of the spin-off in the commercial register. BAG and BRE would be required to make arrangements with a large number of parties regarding the transfer of the relevant contractual and legal relationships to BRE. In addition to the significant extra organizational effort, such a process would also give rise to legal uncertainty, as it would be unclear whether all the required approvals had been granted. In the event of a Spin-off in accordance with the Reorganization Act, BAG would continue to be jointly and severally liable with BRE for a period of five years for the liabilities transferred to BRE by way of the Spin-off that were established before the Spin-off was effected (sec- tion 133 of the UmwG). Owing to the existing profit transfer agreement between BAG and BRE, however, this run-off liability in the case of a Spin-off under the Reorganization Act is of little economic significance, since, under the profit transfer agreement, BAG is required to compensate BRE for any losses in accordance with section 302 of the AktG. Consequently, in the event of a Spin-off under the UmwG, BAG would not be in a worse position in respect of any liabilities to third parties than it would be in the case of singular succession.
Sample 1
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Related to Spin-off by Way of Singular Succession

  • Singular/Plural All references in this Agreement to the singular shall include the plural where applicable, and all references to gender shall include both genders and the neuter.

  • Plural or Feminine Terms May Apply Whenever the singular or masculine is used in this Agreement, it shall be considered as if the plural or feminine has been used where the context of the party or parties hereto so requires.

  • Singular Includes the Plural; Gender; Title Reference Whenever the singular number is used in this Contract and when required by the context, the same shall include the plural, and the use of any gender, be it masculine, feminine or neuter, shall include all of the genders, and the word “person” or “entity” shall include corporation, firm, partnership, or any other combination or association. The use of the title “Bidder”, “Vendor”, “Contractor” or “Consultant” within this contract or associated bid documents shall be deemed interchangeable and shall refer to the person or entity with whom the City of Sparks is contracting for the service or product referenced within this contract.

  • Use of Singular Terms Wherever the singular is used in this Agreement, the same shall be construed as meaning the plural if the context requires unless otherwise specifically stated.

  • Singular and Plural; Gender In this Agreement whenever the male pronoun is used, it shall be deemed to include the female pronoun or vice versa and, likewise, whenever the singular is used, it shall be deemed to include the plural, as the context requires.

  • INCOME NOT EXPRESSLY MENTIONED Items of income of a resident of a Contracting State which are not expressly mentioned in the foregoing Articles of this Agreement shall be taxable only in that Contracting State except that if such income is derived from sources in the other Contracting State, it may also be taxed in that other State.

  • Masculine or Feminine Gender Unless otherwise specifically stated, any provision in this Agreement which is expressed in terms of the masculine shall, in its application to a female employee, be read with the necessary changes to express the feminine, and vice versa.

  • Long-Term Substitutes Long-term substitutes are defined as teachers hired to fill the temporary vacancy of a teacher on leave in the same assignment for more than sixty (60) days. The employment of long-term substitutes shall automatically expire at the end of the period of substitution or upon return to duty of the teacher from an approved leave of absence without any action by the Board or further notice to the teacher.

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Domestic Partners; Spouses; Gender Discrimination If the Contract Amount is $100,000 or more, Contractor certifies that it is in compliance with PCC 10295.3, which places limitations on contracts with contractors who discriminate in the provision of benefits regarding marital or domestic partner status.

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