Buyer Group. Buyer Group" shall have the meaning set forth in Section 11.1. Section 1.10.
Buyer Group the Buyer and each of its Group Companies from time to time (including, after Completion, the Target Group); Buyer Group Company: any undertaking within the Buyer Group; Buyer Payment: any amount of any Completion Payment, Consideration, Earn-out Acceleration Payment, Earn-out Consideration or Earn-out Payment Amount or any other payment or amount paid or required to be paid by the Buyer pursuant to the terms of this Agreement (including without limitation in relation to any dispute, arbitration, award of damages, arbitral award or settlement payment in relation to any of the foregoing);
Buyer Group. Buyer and Mxxxxxxx. CERCLA: the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq. Closing: as defined in Section 2.1. Closing Date: as defined in Section 2.1. Closing Net Assets Statement: as defined in Section 2.4. Code: the Internal Revenue Code of 1986, as amended. Collateral Agreements: the agreements and other documents and instruments described in Sections 5.1.1 and 5.1.4. Consent: any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or 43
Buyer Group. Subject to Section 5(c), the Buyer Group shall be entitled to receive and retain any refunds of Tax relating to the Transferred Entities and the Healthcare Business with respect to any Post-Closing Tax Period.
Buyer Group. Buyer Group" shall mean, at any time, the Buyer and each ----------- of Buyer's Affiliates and Subsidiaries at such time.
Buyer Group and Seller acknowledge that, notwithstanding anything contained herein to the contrary, the transfer, conveyance and delivery of the Local Transferred Assets (as defined in the Asset Purchase Agreement attached hereto as EXHIBIT B (the "China Asset Purchase Agreement")) shall not occur on the Closing Date and shall not be a condition to the Closing. The parties will continue to use their reasonable best efforts to consummate and to cause their subsidiaries to consummate the transfer of the Local Transferred Assets to occur as promptly as practicable following the Closing pursuant to the terms of contemplated by the China Asset Purchase Agreement.
Buyer Group. Buyer shall be entitled to designate, by providing written notice to Seller at least five (5) days prior to the Closing Date, one or more members of the Buyer Group to (i) purchase the Acquired Assets (including the Transferred Contracts), (ii) assume the Assumed Liabilities, and/or (iii) employ the Business Employees.
Buyer Group the Buyer and each of its Related Bodies Corporate (other than the Target Entities) and Buyer Group Member means any member of the Buyer Group. Buyer Warranties the representations and warranties in Schedule 3. Buyer’s Consolidated Group the Consolidated Group of which the Buyer is a member. Buyer’s Head Company the Head Company of the Buyer’s Consolidated Group. Claim any claim, Demand, legal proceedings or cause of action including any claim, Demand, legal proceedings or cause of action: 1 based in contract (including, breach of Warranty); 2 based in tort (including misrepresentation or negligence); 3 under common law; or 4 under statute, in any way relating to this agreement or the Sale and includes a claim, demand, legal proceedings or cause of action arising from a breach of Warranty, or under an indemnity in this agreement. Company GBC Fordigraph Pty Ltd (ACN 072 349 949). Completion completion of the sale and purchase of the Sale Shares under clause 6.
Buyer Group. 31 Closing........................................................................4
Buyer Group. The shareholding structure of the Buyer Group set out in Schedule 5 is accurate in all material aspects. The details of the Seller Group Companies set out in Schedule 6 is accurate in all material aspects.
