Buyer Group the Buyer, its buyer/client, its and their subsidiaries, parent, affiliated and associated companies including its and their (sub)contractors (excluding members of Seller Group), clients, agents, servants, directors, officers and employees, always related to the Contract.
Buyer Group. Buyer Group" shall have the meaning set forth in Section 11.1. Section
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. 31 Closing........................................................................4
Buyer Group. Buyer Group" shall mean, at any time, the Buyer and each ----------- of Buyer's Affiliates and Subsidiaries at such time.
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 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. (a) With the consent of the Seller (such consent not to be unreasonably withheld) the Buyer may novate all of its rights and obligations under this Agreement to a company which is a wholly owned subsidiary of the same company of which the Buyer is a wholly owned subsidiary (the “Nominee Company”).
(b) The effect of the novation pursuant to clause 1.4(a) will be such that the Nominee Company will become bound by the terms of this Agreement in all respects and assume and perform the rights and obligations of the Buyer under this Agreement as if the Nominee Company were an original party to this Agreement.
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.
Buyer Group. 5.1.(h) Buyer Unaudited Financial Statements....................................3.3(d) Closing............................................................ Article II
