ADTRAN Sample Clauses

ADTRAN. Inc., a corporation under the laws of the State of Delaware, USA, with its principal office at 000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, Xxxxxxx 00000, XXX, - “Purchaser’s Parent” - - Parent Seller, Seller Subsidiary 1 and Purchaser are hereinafter also collectively referred to as the “Parties” and each as a “Party”- EXECUTION COPY Table of Content September 30, page Table of Content 3 Index of Defined Terms 4 Preamble 6 1. Selected Defined Terms and Abbreviations 7 2. Scope of Transaction and Purchaser Transfer Right 8 3. The Sold Business 9 4. The Sold Business pertaining to Seller Subsidiaries 14 5. Updates 15 6. Sale, Assignment and Transfer, Assumption of the Sold Business 16 7. Third party consents, Purchaser’s indemnification covenants, release of payments and subcontracting 20 8. New Agreements between Sellers and Purchaser 23 9. Purchase Price 23 10. Payment Terms 26 11. Working Capital, ET Working Capital, ETWC Statement 28 12. * 30 13. Closing; Closing Conditions 30 14. Guarantees by Sellers 35 15. Remedies of Purchaser and Third Party Claims 42 16. Limitation of Liability, Statute of Limitations, Default 45 17. Indemnification 46 18. Guarantees by Purchaser 48 19. Conduct of Sold Business 48 20. * 50 21. Indemnification and other covenants by Purchaser 50 22. Guarantee of Purchaser’s Parent 51 23. Non-compete covenant / * 52 24. Transition of Sold Business 52 25. Public announcements and confidentiality 53 26. Notices 54 27. Costs and expenses 54 28. Miscellaneous 55 List of Annexes and Schedules 58 *CONFIDENTIAL TREATMENT REQUESTED Bird & Bird / METIS ASPA EXECUTION COPY Project London 11.12.2011 Index of Defined Terms September 30, Page 1st Cut-Off Day 37 * 18 Accounting Principles 7 ACI 6 Affiliate 7 Affiliate Purchaser 9 Affiliate Purchaser(s) Cut Off Date 9 Affiliate Purchasers 9 Affiliates 7 Agreement 6 AktG 7 AO 7 BGB 7 Breach Notice 51 Business 6 Business Days 7 Chinese Business Tax 7 Closing 37 Closing Confirmation 41 Closing Date 37 Closing Events 40 Competing Activities 61 Confidential Information 64 Contract 7 * 62 Country Official Notifications 48 Country Public Grants 49 * 25 * 25 Currency Conversion Principles 67 Customer Claim 56 Cut-Off Deadline 37 Damage 51 * 24 De Minimis Claim 54 DSLAM 6 Effective Time 7 * 47 Escrow Account 38 Escrow Amount 7 Escrow Claim 34 Escrow Period 34 ET Working Capital 35 ET Working Capital Estimate 31 ETWC Statement 35 ETWC Statement Expert 36 EUR 7 Excluded Assets 10 Excluded Contract Parts 14 Excluded C...
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