Vodafone. The reference balance sheet for Vodafone shall be as set out in document 19.03 of the Liberty Global Data Room in the tab “Lion Reference Balance Sheet”.
Vodafone. Vodafone represents and warrants that (a) it is duly constituted, validly existing, and in good standing under the laws of the Netherlands, it is an indirect wholly-owned subsidiary of Vodafone Group Plc, and it has full power and authority to enter into this Agreement and to perform its obligations hereunder, (b) the execution of this Agreement by it has been duly authorized by all necessary action, (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency and the availability of equitable remedies and (d) the execution of this Agreement and performance of its obligations hereunder will not conflict with, or result in a breach of or default under, any agreement or instrument to which it is a party or by which it is bound, or any order, decree or judgment of any Governmental Entity.
Vodafone. The Target Capex Spend for Vodafone shall be as set out in document 19.02 of the Liberty Global Data Room.
Vodafone. Vodafone Net Debt € [·] Vodafone Working Capital € [·] Liberty Global Net Debt € [·] Liberty Global Working Capital € [·]
Vodafone i. The Vodafone $5/day roaming fee automatically applies to your account while in a country supported by this service, unless your device is switched off or left on flight mode. Countries covered by the automatic $5/ day roaming can be found in the following link: https:// xxxxxx.xx.xx/xxxxxxx
ii. For other destinations not covered by $5/day roaming, please visit xxxxx://xxxxxx.xx.xx/roaming and refer to “Zone 2 : Rest of Europe and other popular destinations” or “Zone 3 : Rest of world” for details on available roaming packs, and other applicable charges.
Vodafone. (a) may Process Personal Data for: (i) provision and monitoring of the Service; or (ii) any other purpose agreed between the parties subject to Customer’s prior written consent. Additional instructions require prior written agreement and may be subject to Charges. Customer shall ensure that its instructions comply with Applicable Laws.
(b) may use Personal Data to create statistical data and information about service usage and devices that does not identify a User.
(c) may engage another processor (a “Sub-Processor”) to carry out processing activities in the provision of the Services or to fulfil certain obligations of Vodafone under the Agreement. Vodafone shall inform the Customer of changes to Sub-Processors where Vodafone is required by Applicable Privacy Law by (i) providing at least ten (10) Working Days’ prior notice, or (ii) listing the new or replacement Sub-Processor on xxx.xxxxxxxx.xx.xx at least ten (10) Working Days before Vodafone authorises and permits the new or replacement Sub-Processor access to Personal Data in order to give the Customer the opportunity to reasonably object to such changes. Vodafone will enter into a contract or other legal act with the Sub-Processor and will impose upon the Sub-Processor substantially the same legal obligations as under this clause to the extent required by Applicable Privacy Law and that the Sub-Processor is carrying out the relevant processing activities. Vodafone shall remain liable to the Customer for the performance of that Sub-Processor’s obligations.
(d) may retain the Personal Data for as long as is required to deliver the Service and shall destroy or return (at Customer’s option) Personal Data in its possession upon termination of the Agreement, save where Customer opts for Vodafone to retain Personal Data subject to a new hosting agreement.
(e) shall limit access to Personal Data to those necessary to meet Vodafone’s obligations in relation to the Service and take reasonable steps to ensure that they: (i) are under an appropriate statutory obligation of confidentiality; (ii) are trained in Vodafone’s policies relating to handling Personal Data; and (iii) do not process Personal Data except in accordance with the Customer’s instructions unless required to do so by Applicable Law.
(f) shall (i) provide appropriate technical and organizational measures for a level of security appropriate to the risks that are presented by Processing; and (ii) comply with the security requirements contained in the...
Vodafone. (i) may receive legally binding demands from a law enforcement authority for the disclosure of, or other assistance in respect of, User Personal Data, or be required by applicable law including court order, warrant, or subpoena to disclose User Personal Data to persons other than Customer; (ii) will not be in breach of its obligation to Customer in complying with such obligations to the extent legally bound; and (iii) shall notify Customer as soon as reasonably possible of any such demand unless otherwise prohibited.
Vodafone. Group Plc whose registered office is at Xxxxxxxx Xxxxx, Xxx Xxxxxxxxxx, Xxxxxxx, Xxxxxxxxx XX00 0XX England (the “Company”); and
Vodafone. The Target Capex Spend for Vodafone shall be as set out in document 19.02 of the Liberty Global Data Room as at the Completion Date, adjusted to deduct an amount equal to €9,700,000 (such that, assuming the Completion Date is 31 December 2016, the Vodafone Target Capex Spend equals €259,300,000).
Vodafone. Ventures Limited, a corporation organized and existing under the laws of England and Wales, registered under 4010406 and with office at Vodafone House, The Connection, Xxxxxxx, Xxxxxxxxx, XX00 0XX, Xxxxxx Xxxxxxx (hereinafter referred to as “Vodafone”). Yelp Ireland Ltd., a limited liability company incorporated under the laws of Ireland, with offices at Fitzwilliam Xxxxx Xxxxxx 0, Xxxxx XX0, Xxxxxx, Xxxxxxx. – hereinafter referred to as “Purchaser” – Yelp Inc., a Delaware corporation, with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. – hereinafter referred to as “Parent” – Qype GmbH, Hamburg, Germany, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany with registered office at Xxxxxx Xxxxxxx 00-00, 00000 Xxxxxxx, Xxxxxxx, registered with the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Hamburg under HRB 95913 – hereinafter referred to as the “Company” – – Sellers, Purchaser, Parent and the Company collectively also referred to as the “Parties” – TABLE OF CONTENTS PAGE 1. DEFINITIONS 2 2. COMPANY AND SHARES 13 3. SALE AND PURCHASE; TRANSFER OF SHARES 14 4. PURCHASE PRICE 15 5. SHAREHOLDERS RESOLUTIONS 21 6. CLOSING 22 7. REPRESENTATION AND WARRANTIES OF THE COMPANY 25 8. REPRESENTATION AND WARRANTIES OF SELLERS 52 9. REPRESENTATION AND WARRANTIES OF XXXXXXXXX 00 00. CONSEQUENCES OF A BREACH 58 11. TAX REPRESENTATIONS AND INDEMNIFICATION 65 12. MISCELLANEOUS 75
