DEFINITIONS, INTERPRETATION AND ENTIRE AGREEMENT Sample Clauses

DEFINITIONS, INTERPRETATION AND ENTIRE AGREEMENT. 1.1 In the Agreement, the following words and expressions have the meanings stated below, unless the context requires otherwise. Accelerated Earn Out Payments as stated in clause 6.8.7. Accounting Policies the Company’s accounting principles, policies, practices and procedures together with the estimates and assessments all as applied by the Group and as described in Schedule 1.1(a), to the extent in accordance with Danish GAAP and accepted by the Company’s auditor, however, provided that with respect to the Company’s treatment of foreign exchange gains and losses, it has been agreed with the Company’s auditor that the Company operates during the financial year with budgeted foreign exchange rates, and on a frequent basis (not necessarily daily basis) the foreign exchange is being traded to DKK and gains and losses are treated as part of Revenues. Gains/losses from conversion of debt/receivables by year-end is as well treated as Revenues. Accounts Date 31 December 2014. Adjustment Amount the difference, if any, between the Preliminary Purchase Price and the Closing Purchase Price; see clause 13.2. Affiliate with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For the purposes of this definition “control” when used in respect of any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. Agreement this agreement, including all Schedules and Exhibits hereto which are hereby incorporated by reference herein. Annual Report the Company’s consolidated and audited annual report as of the Accounts Date, see Schedule 1.1(b). Basket as stated in clause 16.4.2(b). Breach any misrepresentation, incorrectness, incompleteness and/or breach of any of the Sellers’ Warranties. Business Day any day other than a Saturday or Sunday on which banks are generally open for business and not required or authorized by Law to be closed in Denmark and Massachusetts, United States of America (disregarding banking business being conducted exclusively through the Internet). Buyer’s Knowledge the actual knowledge that either of Xxxx Xxxxxxxxxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxx or Xxxxxx Xxxxx had on the Signing Date. Cash cash, cash equivalents, short term and long term marke...
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DEFINITIONS, INTERPRETATION AND ENTIRE AGREEMENT. 1.1 In the Agreement, the following words and expressions have the meanings stated below, unless the context requires otherwise. Words and expressions defined in Schedule 12.1 shall have the same meanings where such capitalised defined terms appear in the main body of this Agreement. Accounting Principles the Company’s accounting principles, policies, practices, procedures, estimates and assessments as described in Schedule 1.1(a). Accounts Date 31 December 2011. Adjustment Amount the difference between the Preliminary Purchase Price and the Purchase Price; see clause 11.2. Affiliate with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided that neither the Company nor any Subsidiary shall be considered an Affiliate of Seller. For the purposes of this definition “control” when used in respect of any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. Agreement this agreement, including all Schedules and Appendices hereto which are hereby incorporated by reference herein. Annual Report the Company’s consolidated and audited annual report as of the Accounts Date, see Schedule 1.1(b) Base Working Capital DKK 500,000,000. Basket as stated in clause 13.4.2(b). Breach any misrepresentation, breach of warranty or failure to fulfil any obligation under the Agreement. Business Day any day other than a Saturday or Sunday on which banks are generally open for business and not required or authorized by law to be closed in Xxxxxxxxxx, Xxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx, Singapore or New York, United States of America (disregarding banking business being conducted exclusively through the Internet). Cap as stated in clause 13.4.3. Claim any claim for Loss raised by a Party against the other Party based on an alleged Breach. Closing the Parties’ fulfilment of the obligations described in clause 10. Closing Date the date on which Closing takes place; see clause 10.1. Closing Memorandum minutes substantially in the agreed terms set out in Schedule 1.1(d) to be finalised between the Parties prior to closing of the meeting at which Closing takes place. Company Dako A/S, CVR no. 30281829, a limited liability company incorporated and registered in accordance with Danish legislation with a nominal share ...
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DEFINITIONS, INTERPRETATION AND ENTIRE AGREEMENT. 1.1 In the Agreement, the following words and expressions have the meanings stated below, unless the context requires otherwise. Accounting Principles the Company’s accounting principles as described in the Annual Report. Accounts Date 31 December 2020. Affiliate with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person. Agreement this share sale and purchase agreement, including all Schedules and Appendices hereto which are hereby incorporated by reference herein. Annual Report the Company's consolidated and audited annual report as at the Accounts Date regarding the Group Companies. Base Purchase Price as stated in clause 4.1. Breach any breach of Warranty or failure to fulfil any obligation under the Agreement. Bring Down of Disclosures a review immediately prior to the Closing Date of the Sellers' Warranties given at Closing by the Persons comprised by the definition of Sellers' Knowledge with a view to identifying any facts or circumstances, if any, arising between the Signing Date and the Closing Date, constituting a Breach of any of the Sellers' Warranties given at Closing. Business Day any day on which commercial banks in Denmark are generally open for business (except for banking business being conducted exclusively through the internet). Buyer's Advisors DLA Piper, Gorrissen Xxxxxxxxxx, KPMG and Niras. Buyer's Knowledge the Actual Knowledge as defined in the W&I Insurance Policy as of the Signing Date of those persons included in the “Deal Team Members” as defined in the W&I Insurance Policy. Buyer’s Leakage Notice as described in clause 5.4. Claim any claim for indemnification of a Loss raised by a Party against the other Party based on an alleged Breach. Claudio BidCo Claudio BidCo A/S, CVR no. 38 20 50 72, c/o Fertin Pharma A/S Xxxxxxxx 00, 0000 Xxxxx, Xxxxxxx. Closing the completion by the Parties of the transactions contemplated by this Agreement by their mutual fulfilment of the obligations described in clause 11. Closing Date the date on which Closing takes place; see clause 11.1. Closing Memorandum minutes of the meeting at which Closing takes place. Closing No Claims Declaration as set out in the W&I Insurance Policy. Co-Investor SHA the Co-Investor Shareholders' Agreement dated 17 January 2017 entered into by and between Claudio Topco, Xxxxxx-Xxxxxxxx and each of the Minority Shareholders regarding their ownership of shares in the Company. Company Claudio Hold...
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