Demerged Undertaking 2 definition

Demerged Undertaking 2 means the business undertaking comprising of the Mining Division (as defined hereinafter) of the Transferor Company, comprising of the assets and liabilities set out in Part B of Schedule 1 hereto, on a going concern basis, inclusive of but not limited to: (i) all assets, whether moveable or immoveable, whether leasehold or freehold, including all rights, title, interest, claims, covenants, undertakings of the Transferor Company pertaining to the Mining Division; (ii) all investments, receivables, loans and advances, including accrued interest thereon, all advance payments, xxxxxxx monies and/or security deposits, payment against warrants, if any, or other entitlements of the Transferor Company pertaining to the Mining Division; (iii) all debts, borrowings and liabilities, whether present or future, whether secured or unsecured of the Transferor Company pertaining to the Mining Division; (iv) all permits, rights, entitlements, licenses (including licenses issued by the DGFT under EPCG Scheme, Advance Authorization Scheme, Focused Products Scheme, Focused Marketing Scheme, Duty Drawback Scheme and other schemes or approvals of a like nature issued by the DGFT), approvals, grants, allotments, recommendations, clearances, tenancies, offices, taxes, tax credits (including, but not limited to, credits in respect of income tax (including carry forward tax losses comprising of unabsorbed depreciation), tax deducted at source, sales tax, value added tax, turnover tax, excise duty, service tax, minimum alternate tax credit), privileges and benefits of all contracts, agreements and all other rights including lease rights, licenses, powers and facilities of every kind and description whatsoever of the Transferor Company pertaining to the Mining Division; (v) all copyrights, trademarks, service marks, brand names, logos, patents and other intellectual property rights of whatsoever nature and the goodwill arising therefrom of the Transferor Company pertaining to the Mining Division, whether registered, unregistered or pending registration; (vi) all employees of the Transferor Company employed in relation to the Mining Division; (vii) all legal, tax, regulatory, quasi judicial, administrative proceedings, suits, appeal, applications or other proceedings of whatsoever nature initiated by or against the Transferor Company in connection with the Mining Division,; and (viii) all books, record files, papers, computer programs, engineering and process information, manuals, da...
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Demerged Undertaking 2 means the Solvent Extraction Business of Demerged Company (as defined below) including all related properties, assets, debts, Liabilities, duties, obligations rights, benefits, incentives (including application therefor), exemptions, subsidies, concessions, refunds, and powers, on a going concern basis, representing an undertaking in compliance with Section 2(19AA) of the Income Tax Act, as on the Appointed Date, which shall be transferred to and vested in the Resulting Company 2 upon demerger from the Demerged Company in terms of Part IV of this Scheme. Without prejudice and limitation to the generality of the above, the Demerged Undertaking 2 means and includes:
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Demerged Undertaking 2 means the undertaking of the Demerged Company 2, pertaining to the Demerged Business 2, which shall be inclusive of, but not limited to:
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Examples of Demerged Undertaking 2 in a sentence

  • All the assets, properties and liabilities of the Demerged Undertaking 1 and Demerged Undertaking 2 shall be vested in the Resulting Company 1 and Resulting Company 2 respectively at the value appearing in the books of the Demerged Company on the close of business on the day immediately preceding the Appointed Date.

  • Pursuant to the Scheme, Demerged Undertaking 1, Demerged Undertaking 2 and Demerged Undertaking 3 have been vested with our Company from the appointed date of 01st April, 2014 in accordance with Sections 391 to 394 of the Companies Act, 1956.

  • In accordance with the Scheme, Demerged Undertaking 1 of PPPML, Demerged Undertaking 2 of PIL and Demerged Undertaking 3 of PHPL were transferred to and vested with PPPL, with effect from the appointed date viz.

  • The Resulting Company 2 shall, upon the Scheme becoming effective, record the assets and liabilities of the Demerged Undertaking 2 of the Demerged Company vested in it pursuant to this Scheme, at the respective book values, as appearing in the books of the Demerged Company at the close of business on the day immediately preceding the Appointed Date.

  • The valuation certificate obtained from the Registered Valuer for determining the share exchange ratio in relation to the Scheme of Arrangement for demerger of the Demerged Undertaking-1, Demerged Undertaking -2 and Demerged Undertaking-3 of the Demerged Company into the Resulting Companies is annexed hereto and marked as Annexure – J (page No.275-281).

  • Resulting Company shall be deemed to be authorised to execute any such deeds, writings or confirmations on behalf of Demerged Company 2 for the Demerged Undertaking 2 and to implement or carry out all formalities required to give effect to the provisions of this Scheme.

  • The difference, i.e. the excess or shortfall, as the case may be, of the value of the transferred assets over the transferred liabilities pertaining to the Demerged Undertaking 1 and Demerged Undertaking 2 and cancellation of investment held by way of equity shares in the Resulting Companies shall be adjusted to the Capital Reserve of the Demerged Company.

  • The difference, if any, of value of assets over the value of liabilities, free reservesand balance in profit and loss account acquired as part of the Demerged Undertaking 1 and Demerged Undertaking 2 and as reduced by the reduction in the value of investments as per Clause 9.3.2 above, if any, shall be adjusted / credited to Capital Reserve by the Resulting Company.

  • Authority for Listing The Hon’ble High Court of Judicature at Bombay, vide order dated 08th January, 2016 has approved the Scheme of Arrangement and Reconstruction (Demerger) for transfer of Demerged Undertaking 1, Demerged Undertaking 2 and Demerged Undertaking 3 into PPPL.

  • It is clarified that all receivables relating to the Demerged Undertaking 1 and Demerged Undertaking 2, for the period prior to the Effective Date, but received after the Effective Date, relate to the Demerged Undertaking 1 and Demerged Undertaking 2 respectively and shall be paid to Solara for no additional consideration.


More Definitions of Demerged Undertaking 2

Demerged Undertaking 2 means the business undertaking comprising of acquiring content from producers and third parties of the Transferor Company 2, comprising of the assets and liabilities set out in the Demerger Agreement, on a going concern basis, inclusive of but not limited to all assets (movable or immovable, tangible or intangible) including any rights attached thereto, broadcasting rights, programming rights, telecasting rights or any other right of similar nature, records, the operations, licenses, deferred tax asset, tax credits (including service tax credit), the liabilities and obligations. It shall also include any personnel, intellectual property rights including rights registered for television formats of gaming based shows, or such other rights or tangible or intangible properties belonging to, or forming part of, or relating or appertaining to, or attributable to the content division identified as general entertainment television business of the Transferor Company 2. For the purpose of this Scheme, it is clarified that liabilities pertaining to the Demerged Undertaking 2 of the Transferor Company 2 shall include:a) The liabilities, which arise out of the activities or operations of the Demerged Undertaking 2 of the Transferor Company 2;b) Specific loans and/or other financing facilities raised, incurred and / or utilized solely for the activities or operations of the Demerged Undertaking 2 of the Transferor Company 2;c) Liabilities other than those referred to in sub-Clauses (a) and (b) above, and not directly relatable to the Remaining Business of Transferor Company 2, being the amounts of general or multipurpose borrowings of Demerged Company 2, allocated to the Demerged Undertaking 2 of Transferor Company 2 in the same proportion which the value of the assets transferred bears to the total value of the assets of Transferor Company 2 immediately before giving effect to this Scheme.
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Demerged Undertaking 2 means the entire consumer wireless mobile business, undertakings, activities and operations of the Transferor Company in the Rajasthan Circle provided under the Rajasthan Telecom License, other than the Demerged Undertaking 1, to be transferred to BHL as a going concern with effect from the Appointed Date and, unless mutually agreed to and/ or identified between the relevant Parties, includes without limitation:
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Demerged Undertaking 2 means the business on women’s lifestyle focusing on motherhood under the brand name Mom Junction as identified by the management of the Demerged Company inclusive but not limited to all assets (movable or immovable, tangible or intangible) and all the businesses, undertakings, activities, properties, investments and liabilities, of whatsoever nature and kind and wheresoever situated shall include the following:
Sample 1
Demerged Undertaking 2 means the entire consumer wireless mobile business, undertakings, activities and operations of the Transferor Company in the Rajasthan Circle provided under the Rajasthan Telecom License, other than
Sample 1
Demerged Undertaking 2 means the business undertaking comprising of acquiring content from producers and third parties of the Transferor Company 2, comprising of the assets and liabilities set out in the Demerger Agreement, on a going concern basis, inclusive of but not limited to all assets (movable or immovable, tangible or intangible) including any rights attached thereto, broadcasting rights, programming rights, telecasting rights or any other right of similar nature, records, the operations, licenses, deferred tax asset, tax credits (including service tax credit), the liabilities and obligations. It shall also include any personnel, intellectual property rights including rights registered for television formats of gaming based shows, or such other rights or tangible or intangible properties belonging to, or forming part of, or relating or appertaining to, or attributable to the content division identified as general entertainment television business of the Transferor Company 2. For the purpose of this Scheme, it is clarified that liabilities pertaining to the Demerged Undertaking 2 of the Transferor Company 2 shall include:
Sample 1

Related to Demerged Undertaking 2

  • related undertaking means any undertaking in which any person has a

  • L/C Undertaking has the meaning set forth in Section 2.12(a).

  • reinsurance undertaking means reinsurance undertaking as defined in point (4) of Article 13 of Directive 2009/138/EC;

  • Group Undertaking means the Company or another undertaking in the group;

  • insurance undertaking means insurance undertaking as defined in point (1) of Article 13 of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (1);

  • Disclosure Undertaking means the Continuing Disclosure Undertaking, dated as of the Dated Date, relating to certain obligations contained in the SEC Rule.

  • parent undertaking means a parent undertaking as defined in point (15)(a) of Article 4(1) of Regulation (EU) No 575/2013;

  • vertically integrated undertaking means an electricity undertaking or a group of electricity undertakings where the same person or the same persons are entitled, directly or indirectly, to exercise control, and where the undertaking or group of undertakings perform at least one of the functions of transmission or distribution, and at least one of the functions of generation or supply of electricity;

  • Performance Undertaking means that certain Performance Undertaking, dated as of May 10, 2002, by Performance Provider in favor of Seller, substantially in the form of Exhibit XI, as the same may be amended, restated, supplemented or otherwise modified from time to time.

  • financial undertaking means any of the following entities:

  • Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.

  • Affidavit and Undertaking means the affidavit and undertaking provided by the Bidder substantially in form and manner as annexed in Annexure I hereto;

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Continuing Disclosure Undertaking means the Continuing Disclosure Undertaking of the Issuer, in substantially the form attached hereto as Exhibit 1, dated the Closing Date, for the purpose of providing continuing disclosure information under Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as may be amended from time to time.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • railway undertaking means any public or private undertaking licensed according to this Directive, the principal business of which is to provide services for the transport of goods and/or passengers by rail with a requirement that the undertaking ensure traction; this also includes undertakings which provide traction only;

  • Original Obligor means an Original Borrower or an Original Guarantor.

  • Undertaking Letter The letter in substantially the form set forth in Exhibit C of the Trust Agreement.

  • Demerger means a demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006 as amended from time to time).

  • Company Security Agreement means the Company Security Agreement executed and delivered by Company on the Closing Date, substantially in the form of Exhibit XIV annexed hereto, as such Company Security Agreement may thereafter be amended, supplemented or otherwise modified from time to time.

  • Existing Security Agreement has the meaning set forth in the recitals hereto.

  • Amalgamation Agreement means the Amalgamation Agreement dated as of June 26, 2020 among Cybin, Clarmin and Subco relating to the Amalgamation, as amended on October 21, 2020, a copy of which is available under the Company’s profile on the SEDAR website at www.sedar.com.

  • subsidiary undertaking means an undertaking controlled by a parent undertaking, including any subsidiary undertaking of an ultimate parent undertaking;

  • Original Guarantor means the Persons identified as such in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter each such successor Person shall be an “Original Guarantor”.

  • Standard Receivables Undertakings means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which are customary in a Qualified Receivables Transaction, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Receivables Undertaking.

  • Undertakings as references to obligations under this Framework Agreement;