Allocation Claim Consents definition
Allocation Claim Consents has the meaning set forth in Section 7.2(a). “Allocation Methodology” has the meaning set forth in Section 7.2(i)(ii). “Allocation Schedule” has the meaning set forth in Section 7.2(i)(ii). “Ancillary Documents” means the documents, agreements, exhibits, schedules, statements and certificates being executed and delivered in connection with this Agreement and the transactions contemplated hereby, including the Escrow Agreement. “Annual UK Financial Statements” has the meaning set forth in Section 4.6(a). “Annual US Financial Statements” has the meaning set forth in Section 4.6(a). “Balance Sheet Date” has the meaning set forth in Section 4.6(a). “Base Price” means £337,500,000 (Three Hundred Thirty Seven Million Five Hundred Thousand British Pounds Sterling). “Books and Records” has the meaning set forth in Section 6.2(a). “Business Day” means any day other than a Saturday, Sunday or day on which banks are closed in New York, New York or London, England. “Business Proprietary Information” has the meaning set forth in Section 6.6(b). “Business Records” means all data and records of the respective businesses of the Company and its Subsidiaries on whatever media and wherever located. “Buyer” has the meaning set forth in the Preamble. “Buyer Indemnified Persons” has the meaning set forth in Section 7.2(j)(i).