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. Vodafone Net Debt € [·] Vodafone Working Capital € [·] Liberty Global Liberty Global Net Debt € [·] Liberty Global Working Capital € [·]
Vodafone. The Target Capex Spend for Vodafone shall be as set out in document 19.02 of the Liberty Global Data Room.
Vodafone i. The Vodafone $7/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 $7/day roaming can be found in the following link: xxxxx://xxxxxx.xx.xx/ roaming
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”). – collectively referred to as “Sellers” – and 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” – and Yelp Inc., a Delaware corporation, with offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000. – hereinafter referred to as “Parent” – and 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
Vodafone and Supplier shall negotiate a mutually agreeable delivery date on any request by Vodafone to accelerate delivery and/or installation of Equipment to a date earlier than the agreed Delivery Date(s).
Vodafone. (a) agrees to the amendment of the Credit Agreement as contemplated by this letter and agrees to be bound by the Credit Agreement as amended by this letter; and
Vodafone. Group Plc whose registered office is at Xxxxxxxx Xxxxx, Xxx Xxxxxxxxxx, Xxxxxxx, Xxxxxxxxx XX00 0XX England (the “Company”); and
