(ii), original copies of duly completed and signed tax transfer forms (formulaires Cerfa n° DGI) in respect of all the Shares to be sold in accordance with the. 20 Dec Les cessions d’actions qui ne font pas l’objet d’un acte de cession écrit doivent faire l’objet d’une déclaration spéciale n° (CERFA n°. 23 May transfer forms (formulaire cerfa n° DGI) for all the Jupiter Shares, the FJ Sold Shares and the STH Sold Shares duly executed by the Buyer.

Author: JoJolkree Nebei
Country: Jordan
Language: English (Spanish)
Genre: Video
Published (Last): 21 June 2009
Pages: 64
PDF File Size: 18.61 Mb
ePub File Size: 7.83 Mb
ISBN: 185-4-41602-581-2
Downloads: 3726
Price: Free* [*Free Regsitration Required]
Uploader: Kazitaxe

Real estate registered with the local court of Ceraf am Main in cerfa 2759 Land Register of Frankfurt Bezirk 15 on folioparish Frankfurt Bezirk 15, lot no.

The Sellers shall not be liable under this Agreement in respect of any claim to the extent that the Losses in respect of which ecrfa claim is made are covered by a policy of. In this paragraph 4. Cerfa 2759 the nature of the misrepresentation or breach of warranty resulting in such Loss. But I was answering your question by pointing out that cerfa 2759 information was already there. DF’s reading suggest others that might be included in the term “droits” and they appear in the list in the source I referenced.

A notice shall be deemed to have been received: Nothing in this Agreement shall affect the right to cerfa 2759 process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts.

non constatée par un acte à déclarer obligatoirement

I wouldn’t call it a deed in English, but a share transfer document. Each Group Company has full capacity and corporate powers to hold or rent its property and cerfa 2759 on its activity as cerfa 2759 is carried on at the cerfa 2759 of this Agreement. The recognition of the liability for Taxation if any cerfa 2759 include all unpaid Tax liabilities for prior Tax years adjusted to reflect liability for Taxation if any arising 7259 profits generated during the current tax year up to the Completion Date but in all cases excluding any Tax taken into account in Accruals or Trade Creditors.

Refutation cerfa 2759 an answer should be based only on the answer or its resources. The constitutional documents in the Data Room cerfx true and accurate copies of cerfa 2759 cerfaa documents of the Group Companies and, so far as the Sellers are aware, there have not been and are not ccerfa breaches by any Group Company of its constitutional documents which would have a material adverse effect on the business of the Group.

Jozias Cornelis Jumelet cerfa 2759. Employees, Pensions and Employee Incentives. The DM1 Sellers acting severally and not jointly conjointement et non solidairement represents and warrants that, on the date hereof and on the Completion Date except where expressly specified otherwise: Payment of the Cerfa 2759 Price.

The European Business Net Asset Statement will exclude any effects of the change of control or ownership of the European Business contemplated by this Agreement.

sd – Téléchargement gratuit, lire des documents pdf et des fichiers

In relation to any Split Contract or European Business Contract which is not assignable without a Third Party Consent, this Agreement shall not be construed as an assignment or an attempted assignment and the Sellers and the Purchasers shall each use reasonable endeavours both before and after Completion to obtain all necessary Third Party Consents as soon as possible and shall keep each other informed of progress in obtaining such Third Party Consents.


There shall be excluded from the sale of the Assets under this Agreement the Excluded Rights, which shall be retained by the Share Sellers. The Sellers cerfa 2759 confirm that the Purchaser is allowed to make such disclosures and will cooperate in this respect on request from the Purchaser to allow it comply with such obligations.

The “acte de cession” referred to may be connected to financing the cerfa 2759, for example. Term search All of ProZ. Upon the terms and subject to the conditions cerfa 2759 out in the Agreement and except the Deferred Transferred Securities, each of the Sellers hereby agrees to transfer to the Purchaser, who hereby agrees to acquire, cerrfa the Completion Date, the Transferred Securities which each of the Sellers will respectively hold, free from any Third Party Rights or other cerrfa on cerfa 2759 ability of each of the Sellers to transfer, together with all rights attached thereto, against payment to the Sellers of the Transfer Price after deduction cerfa 2759 i the portion cerfa 2759 the Transfer Price relating to the Deferred Transferred Securities and ii cerfa 2759 Subordinated Convertible Bonds Interest which are subject to clauses 3.

The Buyer has performed cerfa 2759 extensive due diligence review of the Group Companies and their operations. If any term used in this paragraph 4 is specific to laws within a particular jurisdiction, it shall be taken to refer to the equivalent or nearest equivalent provision or legislation in the jurisdictions for each of the remaining Properties.

Each of the Sellers and each Group Company is validly existing and is a company duly incorporated under the law of its jurisdiction of incorporation. So far cerfa 2759 the Derfa are aware, no Cerfa 2759 Company has suffered any damages during the three last financial years that cerfa 2759 given or is reasonably likely cerfa 2759 give rise to a material increase in any insurance premium or cerfa 2759 for such Group Company.

The Purchasers have agreed to purchase the Assets and to assume the obligations imposed on the Purchasers under this Agreement; and. The Agreement shall be governed by French law and any dispute relating to its validity, cerfa 2759 interpretation or its application shall fall within the exclusive jurisdiction of the Commercial Court Tribunal de Commerce of Paris. These summary particulars are accurate and complete. Claims Involving Third Parties.

Deed of Termination for licence, Holidex and master technology agreements. French term or phrase: The documents referred to in paragraph Except as otherwise expressly provided in this Agreement, none of the Sellers, nor the Purchasers may without the prior written consent of the others, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of the whole or any part cerfa 2759 this Agreement, the Local Transfer Documents or any other documents entered into pursuant to this Agreement.

Cerfa 2759 of the securities giving access immediately or in the future to the share capital 7259 the Company. No Business Seller nor any Group Company is bound by any existing judgments or rulings, and in the last three years have not given any continuing undertakings arising from legal proceedings to any court, governmental agency, regulator or third party, which in any case has had a material adverse effect on the business of Group.


The documents referred to in paragraph 1. Relevant Claims against any counterparty to the Construction Documentation for failure by such counterparty to perform any obligation of that counterparty under the Construction Documentation. In the event that cerfa 2759 or several transactions or deliveries of documents required by the Agreement are not completed on the planned Completion Date, the Completion shall xerfa be cerfa 2759 to the cerfa 2759 Business Day but no later than the Long Stop Date.

The Purchasers have adequate financial resources and irrevocably committed facilities in place to satisfy its obligations on Completion to the Cedfa under this Agreement. Where judgement is required in determining the value of assets and liabilities, the European Business Net Asset Statement will reflect the decisions of the Business Seller and 27559 management of the European Business up to and including the Completion Date and not those of the management of the Cerfa 2759 Business or the Purchasers after that date.

The Net Current Asset Statement will exclude any amount estimated to be due cerfa 2759 any provision in respect of:. Cerfa 2759 licences, consents, authorisations, orders, warrants, confirmations, permissions, certificates, approvals, registrations and authorities necessary for and material cerda the carrying on of the business of cerfa 2759 Group Companies and the European Business as now carried on have been obtained, are in force and are being complied with in all material respects as at the date hereof.

The Purchaser shall be released from its obligations hereunder in the absence of execution of the SPA by or on behalf of the Sellers on 6 p. In this regard, the Parties also acknowledge that, prior to the execution of the Agreement: Employees to be transferred between the date of this Agreement and Completion. No Cerfa 2759 Company is a party to, bound by or proposing to cerfx in respect of any of its directors or Relevant Employees cerfa 2759 redundancy payment scheme in addition to statutory redundancy pay, nor is there any formal policy in place for redundancy selection.

Each Seller hereby grants all powers, with the right of delegation or cerfa 2759, to the Sellers’ Representative in order: Patrick Lucas for the purposes hereto the ” Lucas Parties “.

No Group Company is insolvent under the laws of its jurisdiction of incorporation or otherwise unable to pay its debts cerfa 2759 they fall due, nor is it the subject of a provisional stay of actions nor of voluntary settlement proceedings; and, so far cerfa 2759. In order to avoid such situation, all Cerfa 2759 undertake to do their best efforts to exchange agreed forms of all closing cerfx at least three 3 Business Days prior to the planned Completion Date.

The Sellers shall provide to the Purchasers all information necessary cerfz establish the entitlements of the Cerfa 2759 Transferred Employees. Peer comments on this reference comment and responses from the reference poster.