3.2 Compliance. Neither the performance and delivery of this Agreement nor the completion of the transactions contemplated hereunder by buyer shall result in a breach of any provision or provision or constitute a formal notice or breach any agreement, right, instrument, order, law or regulation to which Buyer is a party or to which Buyer is bound. 2.4 Transmission of Recordings. No later than closing, Seller shall transfer to the Spin-off Subsidiary all existing books and records held by Seller with respect to the Spin-off Subsidiary and its business, including, but not limited to, all agreements, processing records, real estate records, personal records and deposits with government agencies; However, if these documents concern both the seller and the spin-off subsidiary, only copies of these documents must be submitted. At or before the time of closing, Buyer and derivative Subsidiary shall transfer to Seller all existing books and records held by Buyer or derivative subsidiary with respect to Seller, including, but not limited to, all logbooks of Seller`s company, stock exchange records, certificates and seals of the Company, as well as all agreements, process records, real property records, personnel records and filings with government agencies; However, if these documents concern both the seller and the spin-off subsidiary or its company, only copies of these documents must be provided. Spin-offs or split-offs. In the event that a party undertakes the separation of a [substantial/substantial] part of its business into one or more entities (each, a “New Company”), whether existing or newly formed, including, but not limited to, a division, division, division, recapitalization, recapitalization, reorganization or similar transactions, the party shall, prior to such separation, that NewCo enters into an agreement with the other party containing rights and obligations of the parties that are substantially identical to those set forth in this Agreement. 3.1 Capacity and Enforceability. Buyer shall have the authority, authority and legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by Buyer upon conclusion in accordance with the transactions provided for in this Agreement. This Agreement and all such documents constitute valid and binding agreements of Buyer that are enforceable under its terms, unless such enforceability may be limited by applicable bankruptcy, bankruptcy, fraudulent transfer or other similar laws that affect the performance of creditors` rights in general and subject to general principles of equity (regardless of: if enforcement is sought in legal or equity proceedings). Therefore, taking into account the premises and the agreements, promises and understandings set forth herein, and for any other valid and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties who wish to be legally bound agree that: (b) For the avoidance of doubt, this Section 7.13 does not constitute indemnification in respect of any claim or liability arising out of: (b) For the avoidance of doubt, this Section 7.13 does not constitute indemnification of any claim or liability arising out of: based on or arising out of this Agreement, the Purchase Agreement or any agreements or exhibits attached thereto.
As used in this Agreement, “Liabilities” means collectively all debts, claims, causes of action, obligations or liabilities. To give a simple example, shareholders often negotiate a set of governance rights in a shareholders` agreement in which the company participates. What happens to these rights if the company splits part of the company into a separate independent company? While a party may expect contractual rights to recur in the new spin-off company, there is often nothing explicit in the agreement that dictates the outcome – the standard “successor and assignee” provision is generally unaffected. In this scenario, a party may lose significant rights (e.g., B veto rights, pre-emption rights, appointment rights to the board of directors) in respect of a significant part of the company in which it has invested if the company does not agree to transfer the governance rights to the newly independent spin-off company. That same finding was underscored by a Delaware court in a 2015 ruling that concluded that a Dispute Resolution Agreement by News Corporation banning the introduction of a poison pill does not bind its publishing business, which was split into an independent publicly traded company. Prior to the closing of the division, the Company shall have all the necessary powers and powers of the Company to execute and deliver (i) any division agreement, if any, and any other agreement, document or instrument or certificate provided for in the division agreements, (ii) to perform its obligations under the division agreements, and (iii) the division and the other contemplated. Perform transactions. 6.1 Indemnification by the Buyer. 4.6 Ability to perform obligations. The performance and delivery of this Agreement by Seller and the Derivative Subsidiary and the performance of obligations under this Agreement by Seller and the Spin-off Subsidiary shall not cause, constitute or conflict with (a) any breach or breach of any provision or constitute a breach under any agreement in which such Seller or derivative subsidiary is a party; or to which Seller or the Derivative Subsidiary is related, or (b) any event that would result in the creation or imposition of a lien, charge or charge on the Shares sold by Seller under this Agreement. 6.4 Survival.
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