NTPH definition

NTPH has the meaning ascribed to it in the preamble of this Agreement. “NTPH Shares” means the issued shares in NTPH. “NTSH” has the meaning ascribed to it in the preamble of this Agreement. “NTSIN” has the meaning ascribed to it in the preamble of this Agreement. “NTTWN” has the meaning ascribed to it in the preamble of this Agreement. “Party” or “Parties” shall have the meaning ascribed to it in the preamble of this Agreement. “Person” means any individual, corporation, company, partnership, joint venture, estate, trust, unincorporated organization, Governmental Authority, or any other form of association or entity. “Pre-Adjustment Purchase Price” has the meaning ascribed to it in Section 3.2. “Proceedings” means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, pending, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority, arbitrator or mediator. - 6 - “Proprietary Information” has the meaning ascribed to it in Section 8.12(c). “Purchaser” has the meaning ascribed to it in the preamble of this Agreement. “Purchaser Warranties” means the warranties of Purchaser given in Section 7.1. “Reorganization” has the meaning ascribed to it in Section 2.1. “Required Consents and Notices” has the meaning ascribed to it in Section 8.4(a). “Review Period” has the meaning ascribed to it in Section 3.3(b). “Seller” has the meaning ascribed to it in the preamble of this Agreement. “Seller Warranties” means the warranties of Seller given in Section 6.1. “Seller’s Account” has the meaning ascribed to it in Section 4.2. “Seller’s Knowledge” or any similar knowledge qualification, means the actual knowledge of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, that would have been obtained after due investigation and reasonable inquiry. “September 2016 Balance Sheet” has the meaning ascribed to it in Section 3.2. “Share Transfer Subsidiaries” has the meaning ascribed to it in Section 2.1(c). “Shared Agreements” has the meaning ascribed to it in Section 8.2(c). “Signing Date” has the meaning ascribed to it in the preamble of this Agreement. “Status Update” has the meaning ascribed to it in Section 9.3(d). “Taxes” means all taxes, charges, fees, levies or other assessments, including income, gross receipts, excise, property, stamp, registrations, ...
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NTPH has the meaning ascribed to it in the preamble of this Agreement.
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Examples of NTPH in a sentence

  • There has been no material pollution, contamination or leakage or release of hazardous substances exceeding the limits permitted under applicable environmental Laws, with respect to the real properties to be used by NewCo, the assets to be transferred to NewCo under the Company Split and the assets owned or used by NTPH.

  • Further, with respect only to the soil contamination of the assets owned or used by NTPH, there has been no material pollution, contamination or leakage or release of hazardous substances exceeding the limits permitted under the standards for industrial soil set by the United States Environmental Protection Agency and the relevant Governmental Authority could issue a clean-up order or any order to take remedial measures, or otherwise impose any sanction or penalties in NTPH in reference to such standards.

  • Seller (only in connection with the Volt Business), NewCo and NTPH have obtained and complied with, in all material respects, the terms and conditions of each Governmental Authorization issued, granted or required pursuant to the relevant environmental Laws.

  • Seller shall (x) obtain from the proper Regional District Office of the Bureau of Internal Revenue of the Philippines the CAR on the transfer of the NTPH Shares from Seller to NewCo under the Company Split, and (y) deliver such CAR to NewCo as soon as practicable.

  • Promptly upon obtaining the CAR relating to the transfer of the NTPH Shares from Seller to NewCo under the Company Split, Purchaser shall cause NTPH to record in NTPH’s stock transfer book the transfer of the NTPH Shares from Seller to NewCo.

  • There are no outstanding unpaid wages to the employees to be transferred to NewCo under the Company Split and to the Share Transfer Subsidiaries (other than NTPH and NTEU) under the Volt Business Transfer Agreements and the employees of NTPH and NTEU.

  • NewCo will on the Closing Date legally and beneficially own, all the NTPH Shares (save for the shares that will be legally owned and held in trust by the directors of NTPH), NTEU Shares, NewCo (AM) Shares and NewCo (HK) Shares, free and clear of any Liens and will be the sole owner of these shares.

  • The execution and performance of the Volt Business Transfer Agreements or the Non-Volt Business Transfer Agreement by the relevant Volt Operating Companies (other than Seller and NTPH) and the relevant Share Transfer Subsidiaries (other than NTPH) do not violate any of the terms of the articles of incorporation or other internal rules of each party thereto and the applicable Laws.

  • There is no material violation of any Law, Governmental Authorization, Judgment, recommendation, guidance, warning, caution, notice, indication, or any other communication similar to any of the foregoing made by a Governmental Authority relating to environmental matters in connection with the lands, buildings and any other real properties used by Seller in connection with the Volt Business and those used by NTPH.

  • Accounts receivable will not be transferred except for the accounts receivable related to the Volt Business owed by Seller to NTEU and the accounts receivable of NTPH and NTEU.