Holdings Assets definition
Examples of Holdings Assets in a sentence
New Hertz Holdings shall be responsible for taking all necessary, reasonable and appropriate action so that, as of the date of transfer of the Hertz Savings Plan HERC Holdings Assets and as of any other date relevant for purposes of this Agreement, the Hertz Savings Plan is qualified under Section 401(a) of the Code and the related trust thereunder is exempt under Section 501(a) of the Code.
Notwithstanding any provision to the contrary, the transfer of Hertz Savings Plan HERC Holdings Assets shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(1)-1, and Section 208 of ERISA.
H2K Holdings acknowledges receipt of 83,499 Units from the Partnership and the continuation of its membership interest in the GP as consideration for the contributions of undivided interests in the H2K Holdings Assets.
As of the Closing, there will be no pending, and none of Solae Brasil Holdings, Solae Brasil or Seller has any knowledge of any threatened, proceedings that could result in the termination or impairment of any Permits with respect to the Holdings Assets or the Brazilian Assets.
Except as would not reasonably be expected to have a Parent Material Adverse Effect, to the Knowledge of the Parent, all of such Tangible Holdings Assets are in good operating condition (ordinary wear and tear excepted), taken as a whole, and have been and are being used in material compliance with applicable Law.
Prior to the Time of Distribution, the Company shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance to Holdings of all of the Company's and its Subsidiaries' right, title and interest in the Holdings Entities and the Holdings Assets.
H2K Holdings hereby grants, contributes, transfers, assigns and conveys to the Partnership, its successors and assigns, a 99.9% undivided interest and to the GP, its successors and assigns, a .1% undivided interest in the H2K Holdings Assets, for its and their own use forever.
As of the Closing, Seller or its Affiliates will have all Permits that are required for the ownership, use and operation of the Holdings Assets and the Brazilian Assets (including, without limitation, environmental Permits), except for Permits the absence of which do not have a Material Adverse Effect.
Except as disclosed in Schedule 5.01(g), there are no Liens for Taxes on any of the Holdings Assets or the Brazilian Assets.
TO HAVE AND TO HOLD the H2K Holdings Assets unto the Partnership and the GP, their respective successors and assigns, in such undivided interests, together with all and singular the rights and appurtenances thereto in anywise belonging, subject, however, to the terms and conditions stated in this Agreement forever.