Examples of Services Assets in a sentence
The parties intend that such contributions and distributions shall include the Services Assets listed on Schedule E.
For the avoidance of doubt, nothing herein shall constitute a warranty from any Client Company with respect to such Services Assets or the contribution or distribution of such Services Assets to Servicer.
All such contributions and distributions of Services Assets shall be conducted pursuant to separate agreement(s) or transaction(s) between the parties; provided that after the date of the contribution or distribution of all of the applicable Services Assets set forth on Schedule E for a Client Company, such Client Company shall not make any contribution or distribution of any Services Asset that was thereafter acquired by such Client Company in contemplation of such contribution or distribution.
From time to time, a Client Company may, through one or more transactions, contribute and/or distribute certain Services Assets to Servicer.
Prior to the Distribution Date, the parties hereto shall take all action necessary to transfer to Ventiv, and to cause Ventiv to assume, as the case may be, effective as of the Distribution Date, (1) all of the shares of capital stock of the Healthcare Services Subsidiaries held by the Xxxxxx Group, (2) all of the right, title and interest of the Xxxxxx Group in the Healthcare Services Assets, and (3) all of the Healthcare Services Liabilities, as more-fully set forth on Schedule 2.03 hereto.
Prior to or as promptly as practicable after the Distribution Date, Xxxxxx shall deliver to Ventiv all corporate books and records of the Healthcare Services Group and copies of all corporate books and records of the Xxxxxx Group relating to the Healthcare Services Assets, the Healthcare Services Liabilities, or the Healthcare Services Business, including in each case all active agreements, active litigation files and government filings.
Concurrently with the delivery of the financial statements required pursuant to Sections 5.01(a) and 5.01(b) of the Dex East Credit Agreement, the Borrower will be required to deliver a schedule of Services Assets (as defined in the Shared Services Agreement) contributed to the Service Company during the previous fiscal quarter with a reasonably detailed description of such Services Assets and the value thereof.
Ventiv shall pay any Gains Tax, Transfer Tax and similar transfer Taxes in any jurisdiction (and any penalties and interest with respect to such Taxes), which become payable in connection with the restructuring of Ventiv and the transfer of the Healthcare Services Subsidiaries held by the Xxxxxx Group to Ventiv and the Healthcare Services Assets and Healthcare Services Liabilities to Ventiv as contemplated in Section 2.03 and the Distribution on behalf of the stockholders of Xxxxxx or Ventiv.
Concurrently with the delivery of the financial statements required pursuant to Sections 5.01(a) and 5.01(b) of the Dex West Credit Agreement, the Borrower will be required to deliver a schedule of Services Assets (as defined in the Shared Services Agreement) contributed to the Service Company during the previous fiscal quarter with a reasonably detailed description of such Services Assets and the value thereof.
TO HAVE AND TO HOLD the Old Services Assets unto the General Partner, its successors and assigns, together with all and singular the rights and appurtenances thereto, subject, however, to the terms and conditions stated in this Agreement, forever.