Assessment of offers; consideration; compensation liability

(1) In the case of section 107(1), point 1, letter a, the value of the objects of transfer, based on the valuation under section 69, serves the resolution authority as the basis for assessing the offers received within a marketing process under section 126(1) and (2), or, where a marketing process is dispensed with under section 126(3), received outside such a marketing process.
(2) Where the value of the objects of transfer, based on the valuation under section 69, is positive, the recipient legal entity, in the cases under section 107(1), point 1, letter b, and point 2, owes consideration in the amount of the value determined, in accordance with subsection (5).
(3) Where the value of the objects of transfer, based on the valuation under section 69, is negative, and the object of transfer is part or all of the assets of an institution under resolution, including its liabilities, the transferring legal entity, in the cases under section 107(1), point 1, letter b, and point 2, owes the recipient legal entity compensation in the amount of the absolute value of the negative value determined.
(4) Where only a provisional valuation under section 74 was carried out before the resolution order was issued, the resolution authority bases its assessment under subsection (1), and its determination of the consideration or compensation liability under subsections (2) and (3), on that provisional valuation. Consideration or a compensation liability provisionally determined under the first sentence is likewise provisional, and must, once the valuation under section 69 has been completed in full, either be confirmed or adjusted accordingly. Where the provisional valuation concludes that neither consideration under subsection (2) nor compensation under subsection (3) is owed, this must, once the valuation under section 69 has been completed in full, either be confirmed, or corresponding consideration or compensation must be determined.
(5) The consideration is provided in cash or in shares of the recipient legal entity. In the case of section 107(1), point 2, the consideration may also consist of debt instruments of the recipient legal entity. Payments under section 124(2) may, where a corresponding conversion is to be carried out, be deducted after that conversion. Where the objects of transfer are shares issued by the institution or group entity under resolution, the consideration is owed to the former shareholders. Where the object of transfer is part or all of the assets of an institution or group entity under resolution, including its liabilities, the consideration is owed to the transferring legal entity. Section 142, point 1, remains unaffected. Deductions under this provision have discharging effect also as against the persons entitled to receive payment under the fourth or fifth sentence. Where, in the case of the fourth sentence, the shareholders are not known to the recipient legal entity, it may deposit the consideration by correspondingly applying section 372, second sentence, of the Civil Code. The place of performance for the purposes of correspondingly applying section 374(1) of the Civil Code is Frankfurt am Main.
(6) The obligation to provide consideration and the compensation liability arise on publication of the resolution order. The due date and the insolvency-law ranking of the compensation liability follow the due date and ranking of the liabilities covered by the transfer.