Supervening Assets. Any and all amounts or credits due to the Company occasionally arising from the proceedings listed in Schedule 7.10, in which the triggering events are prior to the Closing Date, shall be paid directly to the Sellers, provided that the Sellers exclusively bear with the costs and expenses associated with such proceedings and the amounts involved in such proceedings are not recorded as receivables in the Company’s Management Financial Statements.
Supervening Assets. The Parties agree that in the event any amount is effectively recovered and received by the Companies (through the receipt of a pecuniary amount) as a result of any of the Claims listed in Schedule 9.4 (“Supervening Assets”) – to the extent any such amount is not considered in the Purchase Price Adjustment, including for purposes of the Net Working Capital –, such amount shall be paid to Seller by the Company within 10 Business Days from receipt thereof, net of (reduced by any) applicable Taxes and Losses (including court fees and attorney fees in the defense of the relevant Claims) arising from such Supervening Assets. Buyers shall not be obligated to release any payable amounts as a result of materialization of Supervening Assets pursuant to the preceding sentence until the aggregate amount of payable amounts is greater than the Aggregate Threshold, as defined below. The Company shall, within 10 days of a request from Seller to that effect (after a relevant materialization of Supervening Asset pursuant to the above), provide for reasonable access by Seller to all available applicable material and information (including confidential information to the extent receipt and use of the relevant information is subject to the confidentiality undertaking set forth in Section 9.1, with the 5-year term undertaking counting from the date Seller has access to the relevant information, or if Seller agrees to a similar confidentiality undertaking) related to such Supervening Assets.
Supervening Assets. Exhibit 10.1.1 List of Products – Non-Compete [EXHIBITS 1.1(A) - 10.1.1 OMITTED]
Supervening Assets. For purposes of this Agreement, “ Supervening Assets” are any securities (including escrow deposits existing on the date hereof, principal, interest, penalties, damages…) actually received, collected or used (with cash effect for the Company, even that due compensation tax credits (Less Payment of Taxes), or returned or reimbursed to the Company after this date, net of taxes (if applicable). One hundred percent (100%) of the Supervening Assets will be revert in benefit of the Founding Shareholder.
Supervening Assets. The Parties acknowledge and agree that, as part of the Transaction contemplated by this Agreement, the Sellers shall be fully entitled to the economic benefit effectively obtained by the Institute or by the Buyer, as partners of the Institute, arising from any supervening asset that has a triggering event prior to the date hereof as a result of: (a) a decision that has become final and unappealable or against which no other objection may be brought, including, but not limited to, Taxes and indemnities; (b) credits from bank loyalty programs and sweepstakes, and provided that it is possible to prove that adherence to such loyalty program or sweepstakes occurred prior to the signing of this Agreement; and (c) credits arising from FIES contracts entered into and/or amended up to and including [**], which refer to periods prior to and including [**] (“FIES Credits”).
