Contributed Business Line. 3.1.1 The Business Line includes all assets comprising the complete and autonomous business line involving the building, research, planning, development and operation of underground natural gas storage facilities in France listed under Appendix 4 and their extensions in progress or in planning, and the sale of third-party access to those facilities. The Business Line specifically includes: 1. The customer base, the use of and, more generally, all factors comprising the businesses of building, research, planning, development and operating storage business of the Contributing Company; 2. Full and complete ownership of or right to use the know-how, labor, and technical knowledge related to the Business Line; 3. The industrial property rights, intellectual property rights, including software, software packages, and other IT applications corresponding the Business Line listed exclusively with the intangible fixed assets described in section I.A. below and listed under Appendix 5; 4. The official documents authorizing the operation of the Business Line and all files and administrative, legal and technical documents in the possession of the Contributing Company corresponding directly and exclusively to the Business Line; and the current studies and contracts relative to the Business Line; 5. The benefit and expense of all contracts, agreements, treaties, and deals relative to the Business Line, and specifically, without being limited to: a) Contracts between the Contributing Company and third parties, specifically: ▪ contracts for access by third parties to the storage facilities, entered into between the Contributing Company and customers of the Business Line; the public list of customers as at September 30, 2008 is provided in Appendix 6; ▪ contracts between the Contributing Company and the suppliers of the Business Line; ▪ contracts relative to the Business Line and entered into between the Contributing Company and the subsidiaries listed in Appendix 7; b) Employment contracts, and rights and obligations related thereto, for employees of the Contributing Company reporting to the Business Line on the Completion Date. The list of Business Line employees as at January 1, 2008 is provided in Appendix 8, notwithstanding full and complete application of the legal provisions relative to the transfer of employment contracts, specifically Article L. 1224-1 of the Labor Code; c) Miscellaneous loans, excluding accession to ownership, granted to employees of the Contributing Company reporting to the Business Line on the Completion Date, with the portion relative to the Business Line of the loans for accession to ownership, if they are not securitized; 6. The real estate assets and rights pertaining to the Business Line, a list and summary table of which are provided in Appendix 9; 7. The rights and obligations deriving from current litigation at the Completion Date corresponding to the Business Line, with the exception of the litigation mentioned in Article 3.2 below, without need to identify possible proceedings in which the Contributing Company must remain a party for procedural reasons; 8. And more generally, all rights and obligations necessary for the Beneficiary Company’s operation of the Business Line; 3.1.2 The assets and liabilities of the Business Line described above are summarized in Appendix 10 and described in detail below with their Carrying Amounts at December 31, 2007: A. Intangible fixed assets corresponding to the Business Line as shown on the balance sheet of the Contributing Company (detailed in Appendix 11) 1. Intangible fixed assets: €2,217,165 Gross values Dec, 31, 2007: €2,858,854 / Impairment: €641,690 2. Intangible fixed assets in progress: €1,165,873 B. Property, plant and equipment corresponding to the Business Line as shown on the balance sheet of the Contributing Company (detailed in Appendix 12) 1. Property, plant and equipment (including real estate assets listed in Appendix 9): €1,733,247,085 Gross values Dec. 31, 2007: €2,956,004,496 / Impairment: €1,222,757,411 2. Property, plant and equipment in progress:………………………………………………………………. €233,140,710 3. Advances and down payments on orders for property, plant and equipment:…………………………………………………………………… €1,228,520 C. Financial assets (detailed in Appendix 13) Financial assets…………………………………………………………………….. €36,337,458 Gross values Dec. 31, 2007: €36,340,863 / Provisions: €3,404 D. Current assets (detailed in Appendix 14) Net Book Values as of Dec. 31, 2007 1. Inventory and work-in-progress: €56,978,731 Gross values Dec. 31, 2007: €119,319,649 / Provisions: €62,340,918 2. Advances and down-payments on operating orders: €0 Gross values Dec. 31, 2007: €0 / Provisions: €0 3. Trade receivables: €30,088,162 Gross values Dec. 31, 2007: €30,088,162 / Provisions: €0
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Contributed Business Line. 3.1.1 The “Business Line Line” includes all assets comprising the complete and autonomous business line involving the building, financing, research, planning, development and operation of underground natural gas storage facilities LNG terminals in France listed under Appendix 4 and the sale of access to third parties of these facilities, comprising the Fos-Tonkin and Montoir- de-Bretagne LNG terminals and their extensions in progress or in planning, and the sale of thirdoperation and maintenance agreement for the Fos-party access to those facilitiesCavaou LNG terminal, as well as the related agreements between GDF SUEZ and Société du Terminal Méthanier de Fos-Cavaou. The Business Line specifically includes:
1. The customer base, the use of and, more generally, all factors comprising the businesses of building, financing, research, planning, development and operating storage business for LNG terminals in France and sale of access by third parties to these facilities, comprising the Contributing CompanyFos-Tonkin and Montoire-de-Bretagne LNG terminals and their extensions in progress or in planning, and the operation and maintenance agreement for the Fos-Cavaou LNG terminal, as well as related agreements between GDF SUEZ and Société du Terminal Méthanier de Fos-Cavaou;
2. Full and complete ownership of or right to use the know-how, labor, and technical knowledge related to the Business Line;
3. The industrial property rightsadministrative authorizations, intellectual property rights, including software, software packages, a list of which is provided in Appendix 4 and other IT applications corresponding the Business Line listed exclusively with the intangible fixed assets described in section I.A. below and listed under Appendix 5;
4. The official documents authorizing the operation of the Business Line and Line; all files and administrative, legal and technical documents in the possession of the Contributing Company corresponding directly and exclusively to the Business LineBranch of Activity; and the current studies and contracts relative to the Business Line;
54. The benefit and expense of all contracts, agreements, treaties, and deals relative to the Business Line, and specifically, without being limited to:
a) Contracts between the Contributing Company and third parties, specifically: ▪ contracts for access by third parties to the storage facilitiesLNG terminals, entered into between the Contributing Company and customers of the Business Line; the public list of customers as at September 30, 2008 is provided in Appendix 65; ▪ contracts between the Contributing Company and the suppliers of the Business Line; ▪ contracts between the Contributing Company, on the one hand, and STMFC on the other hand, the list of which is provided in Appendix 6; ▪ contracts relative to the Business Line and entered into between the Contributing Company and the subsidiaries listed in Appendix 7;
b) Employment contracts, and rights and obligations related thereto, for employees of the Contributing Company reporting to the Business Line on the Completion Date. The list of Business Line employees as at January 1, 2008 is provided in Appendix 8, notwithstanding full and complete application of the legal provisions relative to the transfer of employment contracts, specifically Article L. 1224-1 of the Labor Code;
c) Miscellaneous loans, excluding accession to ownership, granted to employees of the Contributing Company reporting to the Business Line on the Completion Date, with the portion relative to the Business Line of the loans for accession to ownership, if they are not securitized;
65. The real estate assets and rights pertaining to the Business Line, a list and summary table of which are provided in Appendix 9;
76. The rights and obligations deriving from current litigation at the Completion Date corresponding to the Business Line, with the exception of the litigation mentioned in Article article 3.2 below, without need to identify possible proceedings in which the Contributing Company must remain a party for procedural reasons; 8;
7. And more generally, all rights and obligations necessary for the Beneficiary Company’s operation of the Business Line;.
3.1.2 The assets and liabilities of the Business Line described above are summarized in Appendix 10 and described in detail below with their Carrying Amounts at December 31, 2007:
A. Intangible fixed assets corresponding to the Business Line as shown on the balance sheet of the Contributing Company (detailed in Appendix 11)
1. Intangible fixed assets: €2,217,165 598,199 Gross values Dec, 31, 2007: €2,858,854 1,536,778 / Impairment: €641,690938,579
2. Intangible fixed assets in progress: €1,165,8730
B. Property, plant and equipment corresponding to the Business Line as shown on the balance sheet of the Contributing Company (detailed in Appendix 12)
1. Property, plant and equipment (including real estate assets listed in Appendix 9): €1,733,247,085 116,721,786 Gross values Dec. 31, 2007: €2,956,004,496 451,498,740 / Impairment: €1,222,757,411 334,776,954 2. Property, plant and equipment in progress:………………………………………………………………. .. €233,140,710 27,333,750 3. Advances and down down-payments on orders for property, plant and equipmentequipment :……………………………………………………………………………………………… €1,228,520 0
C. Financial assets (detailed in Appendix 13) Financial assets…………………………………………………………………….. €36,337,458 Gross values Dec. 31, 2007: €36,340,863 / Provisions: €3,404 )
D. Current assets (detailed in Appendix 14) Net Book Values as of Dec. 31, 2007)
1. Inventory and work-in-progress: €56,978,731 2,002,661 Gross values Dec. 31, 2007: €119,319,649 4,382,726 / Provisions: €62,340,918 2,380,065 2. Advances and down-payments on operating orders: €0 29,854 Gross values Dec. 31, 2007: €0 29,854 / Provisions: €0 3. Trade receivables: €30,088,162 13,757,936 Gross values Dec. 31, 2007: €30,088,162 13,757,936 / Provisions: €0
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