Effective Date of Purchase. The Original Purchase Agreement is amended as follows:
(a) Section 1.1 is amended by adding the following defined term: "`Effective Date' shall mean 12:01 a.m., New York City time, January 1, 2003."
Effective Date of Purchase. The effective date of the purchase shall be deemed to be the date of the payment to the Investor Member described in Section 9.05(b) above. Upon receipt by the Investor Member of such payment in full, Profits, Losses and Credits shall thereafter accrue to the then-Members of the Company and not the Investor Member.
Effective Date of Purchase. Notwithstanding anything to the contrary in this Agreement, the Company’s purchase of the Subject Shares will be deemed effective as of the date that the Company delivered the Purchase Notice to the Subject Shares Seller.
Effective Date of Purchase. The parties agree that the purchase of Holland shall be effective January 1, 1998. Therefore, the operation of the Holland Business shall be deemed to have been for the account and risk of the Company with effect from January 1, 1998.
Effective Date of Purchase. The effective date of purchase of the Purchased Business is December 1, 2006 (the “Effective Date”). The Purchaser shall have no liability nor obligation for any and all manner of actions, cause and causes of actions, suits, proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, damages, punitive damages, claims for damages, claims for intentional and/or unintentional torts, judgments, extents, executions, claims for compensation, costs and expenses, attorneys’ fees, costs and expenses of suits and any and all claims, demands and liabilities whatsoever of every kind and nature including, without limitation, any liabilities, whether known or unknown, suspected or unsuspected, accrued or unaccrued, direct or indirect, derivative or otherwise, now existing or which may develop in the future, in law, equity or otherwise, in connection with, arising from, or related to the Purchased Business, prior to the effective date (a “Claim”), including, without limitation, Claims that the Company or any of the Shareholders became knowledgeable of, or that occurred or initiated prior to the Effective Date and future Claims that are related to or based on events or omissions that occurred prior to the Effective Date. Without restricting the rights of the Purchaser or its ability to claim damages on any basis (but subject to the terms of 12.4 and other terms herein relating to indemnities herein), the Company and the Indemnifying Shareholders undertake jointly and severally to indemnify the Purchaser in respect of all liabilities, losses, charges, costs, claims, or demands as a consequence, whether direct or indirect, of or by reference to a Claim except as otherwise may be agreed in writing between the Company and the Purchaser. Exhibit 2 attached to this agreement sets forth the net value of the Contracts. Such Exhibit was prepared by the Company and Purchaser based on the Company’s estimates of cost of work in process and collection expectations.
