Examples of Asset Transferee in a sentence
Entering into the Asset Transfer Agreement with the Asset Transferee is beneficial for the Company to mobilize stock assets, speed up asset circulation and secure transfer gains, while the transfer consideration obtained under the Asset Transfer Agreement will provide financial support for the Company’s business operations and adjustments to the asset and liability structure, which is consistent with the Company’s business development strategy.
Remainco shall cause its applicable Asset Transferors to transfer or assign each of the Remainco Retained Properties (together with all improvements and fixtures thereon and all rights and easements appurtenant thereto) to an applicable Remainco Asset Transferee.
If Remainco and Xxxxxx Partner decide to propose a sublease, license or other similar agreement, Spinco shall apply to the relevant Landlord for consent to a sublease, license or similar agreement with respect to all of the relevant Leased Property to the applicable Remainco Asset Transferee for the remainder of the Relevant Lease term less one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease.
The Initial Nepera Asset Transferee shall have no obligation to bind future transferees to the terms of this Agreement; provided, however, that in the event the Initial Nepera Asset Transferee sells or transfers all or a substantial portion of the assets of Nepera to a Wholly-Owned Affiliate, such Wholly-Owned Affiliate shall assume the related obligations of Xxxxxxxxxx hereunder as they apply to the Nepera Facility.
Except as otherwise provided herein, Remainco and Spinco shall also share the actual costs and expenses equally in connection with the transfer of any Owned Property or Leased Property to a Spinco Asset Transferee pursuant to this Agreement, including escrow fees, recording fees, and any transfer taxes arising as a result of such transfers.
The terms of the Asset Transfer Agreement (including the transfer consideration) were determined upon arm’s length negotiation between the Asset Transferee and the Asset Transferor with reference to the remaining lease principal of the Transfer Target, current business practice, and the financial position of the transaction counterparty.
The defi‐ nitions used by scholars reflect the differences in the perspectives used.
Such commercially reasonable efforts may include assigning such Relevant Lease to another Remainco Asset Transferee, providing a guaranty or replacement guaranty, as applicable, consideration of alternate structures to accommodate the needs of each Party and the allocation of the costs thereof, including entering into amendments modifying the terms of the Relevant Lease and converting the assignment to a sublease, license or other similar agreement.
Remainco and Spinco shall share the actual costs and expenses equally incurred in connection with obtaining the Lease Consents for those Leases with respect to which the Landlord’s and/or other third parties’ consent is required for an assignment to a Spinco Asset Transferee, as applicable, as contemplated by the Separation Agreement or hereunder, including, without limitation, Landlord’s Consent fees and attorneys’ fees and any costs and expenses.
Pursuant to the Asset Transfer Agreement, the transfer consideration shall be paid by the Asset Transferee upon fulfillment of all the conditions for transfer (see below).