UK Asset Purchase Agreement definition
Examples of UK Asset Purchase Agreement in a sentence
Parent and Seller acknowledge and agree that the Purchaser Releasing Parties’ damages for any breach of the foregoing sentence will be equal in amount to the damages arising out of any claim that Parent or Seller makes under Section 8.3 of the Purchase Agreement, the UK Asset Purchase Agreement or the French Asset Purchase Agreement that constitutes a breach of the foregoing sentence.
Purchaser acknowledges and agrees that the Seller Releasing Parties’ damages for any breach of the foregoing sentence will be equal in amount to the damages arising out of any claim that Purchaser makes under Section 8.2 of the Purchase Agreement, the UK Asset Purchase Agreement or the French Asset Purchase Agreement that constitutes a breach of the foregoing sentence.
The Purchaser and the UK Purchaser may assign and transfer any of its rights under the Agreement, the UK Asset Purchase Agreement or Tax Deed in whole or in part and without restriction.
The guarantee is to be a continuing security to the Seller for all obligations, commitments, warranties, undertakings, indemnities and covenants on the part of the U.K. Buyer under or pursuant to the U.K. Asset Purchase Agreement notwithstanding any settlement of account or other matter or thing whatsoever.
Prior to the Closing, Sellers shall have the right to supplement, modify or update the Schedules hereto and to the UK Asset Purchase Agreement to reflect changes in the ordinary course of business consistent with past practice and subject to Section 5(b) prior to the Closing; provided, however, that any such supplements, modifications or updates shall be subject to Buyer's rights under Section 3(a)(i).
If and whenever U.K. Seller defaults for any reason whatsoever in the performance of any obligation or liability undertaken by it in accordance with the U.K. Asset Purchase Agreement, the Seller shall perform (or procure performance of) and satisfy (or procure the satisfaction of) the obligation or liability in regard to which such default has been made in the manner prescribed by this Agreement.
At the Closing, Buyer shall, and Kraft shall cause Kraft Jaco▇▇ ▇▇, execute and deliver a form of Asset Purchase Agreement substantially in the form attached hereto as Exhibit G (the "UK Asset Purchase Agreement").
The parties hereby acknowledge that the Seller makes no representations and gives no warranties as to the Transferred Assets, Transferred Liabilities and operations of the U.K. Plant (the "U.K. Representations and Warranties") provided that the Seller will procure that CMB U.K. will make such U.K. Representations and give such U.K. Warranties to the affiliate of Buyer party to the U.K. Asset Purchase Agreement in accordance with the terms of the U.K. Asset Purchase Agreement.
Except as otherwise expressly provided in Sections 5(a), 8(f)(iii), 8(f)(vii), 10 and 23, Buyer and Sellers acknowledge and agree that, from and after the Closing, their sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement, the Stock Purchase and the UK Asset Purchase Agreement shall be pursuant to the indemnification provisions set forth in this Section 11.
The Purchaser, the US Purchaser and the UK Purchaser may use money in the Escrow Account to settle claims by the Purchaser and/or the US Purchaser and/or the UK Purchaser under or pursuant to Clause 6 of this Agreement, under or pursuant to the Asset Purchase Agreement or under or pursuant to the UK Asset Purchase Agreement or under the Tax Deed.