UK Acquisition Agreement definition

UK Acquisition Agreement means that certain Agreement, dated as of June 3, 2014, by and among Piper 2, as buyer, Partnerships in Care Holdings Limited, a company incorporated in England and Wales, as a seller, The Royal Bank of Scotland plc, as a Seller, and the Borrower.
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UK Acquisition Agreement means, collectively, the Share Sale and Purchase Agreement relating to Bank Machine (Holdings) Limited dated May 17, 2005 among Bidco and the sellers named therein, the Share Sale and Purchase Agreement relating to the issued share capital of Bank Machine (Acquisitions) Limited dated May 17, 2005 between Bidco and Bank Machine (Holdings) Limited dated May 17, the share Sale and Purchase Agreement relating to shares in Bank Machine (Holdings) Limited dated May 17 among Bidco and the sellers named therein, the Warranty Deed relating to the Sellers dated May 17, 2005 and each other agreement relating to the foregoing and entered into in connection with the Acquisition.
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UK Acquisition Agreement means the sale and purchase agreement dated February 22, 2019 among Sundial UK, as buyer, the Parent, as guarantor, and the Sellers.
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Examples of UK Acquisition Agreement in a sentence

  • The Idemitsu UK Acquisition Agreement was entered into on 17 October 2017 and was conditional upon the OGA confirming that it had no objection to the change of control of Idemitsu UK and the release of Idemitsu Group and its affiliates from any guarantee given to a bank in respect of any DSAs to which Idemitsu UK was a party.

  • Any adjustment under this Section 4.1 shall become effective at the close of business on the date the subdivision, combination or dividend becomes effective.

  • Idemitsu Group will not be liable in respect of a claim under the Idemitsu UK Acquisition Agreement unless the liability under such claim exceeds £10,000.

  • The Idemitsu UK Acquisition Agreement was governed by the laws of England and Wales and the parties irrevocably agreed to the exclusive jurisdiction of the courts of England and Wales in relation to any action or proceeding arising out of the Idemitsu UK Acquisition Agreement.

  • The limitation period in respect of a claim under the Idemitsu UK Acquisition Agreement expires 12 months following completion of the Idemitsu UK Acquisition (i.e. 8 December 2018).

  • The overall cap and aggregate liability of Idemitsu Group in respect of claims under the Idemitsu UK Acquisition Agreement was £50,000.

  • The Idemitsu UK Acquisition Agreement contained customary warranties and representations relating to Idemitsu Group’s interests in Idemitsu UK, which were given to the Company by Idemitsu Group on the one hand, and by the Company to Idemitsu Group on the other hand, as at the date of signing of the Idemitsu UK Acquisition Agreement; each such representation and warranty was repeated on the date of completion of the Idemitsu UK Acquisition (i.e. 8 December 2017).

  • Claims under the Idemitsu UK Acquisition Agreement were subject to certain financial, time and other limitations that are customary in agreements of this type.

  • It is a condition to the obligations of the Lenders hereunder and the effectiveness of this Agreement that, among other conditions, (a) the UK Acquisition is consummated pursuant to the UK Acquisition Agreement and (b) to provide a portion of the financing for the UK Acquisition, the Borrower shall have received the proceeds of loans under the Second Lien Credit Agreement in an aggregate principal amount of at least $75,000,000.

Related to UK Acquisition Agreement

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Equity Agreements has the meaning set forth in Section 5.1.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Factoring Agreement means any factoring agreement by and between Borrower and/or any Restricted Subsidiary and a Factor.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Parent Agreement has the meaning given to it in Clause 12;

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Support Agreement has the meaning set forth in the Recitals.

  • Agreement and Plan of Merger has the meaning set forth in the first recital above.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.