Business Transfer Agreement. Since incorporation the Purchaser has not conducted any business other than the Pre-Completion Business. The Purchaser having entered into the Business Transfer Agreement has transferred all assets and liabilities to the Subsidiary company which is a party to the Business Transfer Agreement. As a result of transferring all of the assets and liabilities associated with the Pre-Completion Business out of the Purchaser under the terms of the Business Transfer Agreement prior to the Completion Date, as well as assigning all agreements related thereto, the Purchaser has no remaining liabilities or obligations relating to the Pre-Completion Business.
Business Transfer Agreement. The Business Transfer Agreement dated 31 March 2015 (“BTA”) is valid, subsisting enforceable in accordance with the terms thereof. The transfer of the business as contemplated under the BTA has been fully effected. All conditions required to be fulfilled for the transfer the business in entirety in accordance with the terms of the BTA including fulfilment of any conditions subsequent required to be fulfilled, have been completed other than part of the consideration which remains unpaid. Transferor undertakes that it shall cause the Company to pay the remaining consideration required to be paid by the Company to MMPL under the BTA. Further, Transferor represents and warrants, on a full indemnity basis, to the Transferee that non-payment of the entire consideration in terms of the BTA does not and shall not confer any rights upon MMPL to either revoke the transfers made or make a claim against the Company. .
Business Transfer Agreement. AKORN INDIA PRIVATE LIMITED, a company incorporated under the Act and having its registered office at 101-104, Banaji House, First Floor, Xxxxx Xxxxxxxx, Fort, Mumbai 400 001 (hereinafter referred to as the “Purchaser”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assigns); AND
Business Transfer Agreement. 1.3.5 Words denoting the singular shall include the plural and words denoting any gender shall include all genders.
Business Transfer Agreement. 2.1.8 all Trademarks, right to use Licensed Trademark and all other intangible rights in the Business;
Business Transfer Agreement. 2.1.18 the profits and losses relating to the Business and the Transferred Undertakings on and after the Closing Date;
Business Transfer Agreement. 2.2.5 all cash or cash equivalents of Seller and its Affiliates, including shares, stocks and bonds, including those pertaining to the Business or Transferred Undertakings;
Business Transfer Agreement. 3.2.4 The “
Business Transfer Agreement. 3.2.7 The Parties agree to treat any amounts payable pursuant to this Clause 3.2 as an adjustment to the Unit 1 Consideration.
Business Transfer Agreement. 3.4.5 The Purchaser shall complete its review of the Final Capex Report within 10 (ten) Business Days of the Purchaser’s receipt thereof. In connection with such review, the Purchaser and its accountants shall be provided with full access to the working papers and other records of the Seller and its accountants used in the preparation of the Final Capex Report; provided, however, that the Purchaser and its accountants have signed any customary release letters requested in connection therewith. The Purchaser may, on or before the last day of such 10 (ten) Business Days period, inform the Seller in writing (“Capex Report Objection”), setting forth a description containing reasonable detail of the basis of any Capex Report Objection, in the form of adjustments to the Final Capex Report which the Purchaser believes should be made, and the Purchaser’s calculation of the Capex Expenditure involved. The Purchaser shall be deemed to have accepted any items not specifically disputed in the Capex Report Objection. Failure by the Purchaser to deliver the Capex Report Objection in accordance with this Clause 3.4.5 to the Seller shall constitute acceptance and approval by the Purchaser of the Seller’s calculation of the Capex Expenditure.
