UK Purchaser definition

UK Purchaser shall have the meaning assigned thereto in the introductory paragraph hereof.
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UK Purchaser means Purchaser or, if Purchaser has designated another Person to acquire from UK Seller the UK Assets being transferred hereunder, such other Person.
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UK Purchaser has the meaning ascribed to it in the recitals of this Agreement.
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Examples of UK Purchaser in a sentence

  • A list of the UK Assets shall be set forth on Schedule 2.1(g)(ii) to the Original Agreement and shall be delivered to Purchaser Parent and the UK Purchaser at least five (5) days before Closing.

  • The services to be provided for the Business post-closing under the Transition Services Agreement, together with the Acquired Assets and the Licensed Intellectual Property and the continued employment of the Purchaser Employees and the UK Purchaser Employees, are sufficient and adequate for the operation of the Business on a stand-alone basis, consistent with past practice by the Seller and the Selling Subsidiaries.

  • If the U.K. Purchaser or its duly authorised agents shall make any comments or suggestions and communicate them to the Covenantor within a reasonable time of receipt by the Purchaser of such draft tax returns, the Covenantor shall not unreasonably refuse to adopt such comments or suggestions.

  • The Deferred Consideration payable pursuant to Sub clause 5.1 shall be satisfied on the 28th September 2001, by way of payment in cash by the Purchaser to the Administrators on behalf of the Sellers but only in the event that 350 lines in the network are operational for the benefit of the UK Purchaser and any of its Associated Companies on the 27th September, 2001 (as measured using the Network Management System).

  • Back to Contents Employee or UK Purchaser Employee who is terminated by Purchaser or its Subsidiaries due to redundancy or a reduction in force.

  • There is no Litigation pending or, to Purchaser's knowledge, threatened, against Purchaser, UK Purchaser or Purchaser's Parent in respect of the consummation of the transactions contemplated hereby.

  • The phrase “made available” in this Agreement means that the information referred to has been made available to US Purchaser or UK Purchaser, as applicable, at least 3 Business Days prior to the date hereof during its due diligence investigation of the Company Group, whether by posting in an electronic data room or otherwise, or has been publicly filed with the SEC.

  • The Companies and the UK Purchaser do not intend to make a joint application to HMRC for the UK Purchaser to be registered for VAT under the VAT registration number of the UK Company, under regulation 6(1)(d) of the VAT Regulations 1995.

  • At the Closing, (i) the U.K. Purchaser shall pay the U.K. Purchase Price to the Company, which shall be immediately transferred to the Shareholder by the Company by dividend or distribution, and (ii), immediately after the payment of such dividend or distribution, the U.S. Purchaser shall pay the U.S. Purchase Price to the Shareholder, in each case by wire transfer in immediately available funds.

  • At the Closing, Hill N.V. shall transfer the Dutch Securities, free and clear of all Liens and together with all rights attached to them, to the UK Purchaser and the UK Purchaser shall acquire the Dutch Securities from Hill N.V. through the execution of the Deed of Transfer (substantially in the form as attached hereto as Exhibit A), in each case for the consideration specified below in this Article 1.


More Definitions of UK Purchaser

UK Purchaser is RPOW UK Ltd., with the particulars given in Letter (D) of the Preamble; "UK-SHARE(S)" shall have the meaning given to it in Clause 1.1.2; "UK-SUBSIDIARY/IES" shall have the meaning given to it in Clause 1.2.2; "ZPO" shall mean the German Civil Procedure Code (Zivilprozessordnung). 7 <PAGE> INDEX OF SCHEDULES <TABLE> <S> <C> SCHEDULE A Remaining Businesses and Territory SCHEDULE B Seller's Intellectual Property Rights SCHEDULE 2.2 UK Loan SCHEDULE 2.4 IT Hardware SCHEDULE 2.6 UK-Shares transfer form SCHEDULE 2.8 List of contracts to be transferred with approval of contractual partner SCHEDULE 5.1 Inter-company liabilities SCHEDULE 5.2.1 Certain Inter-company loans SCHEDULE 6.2.2 Claims which may be assigned to Seller SCHEDULE 7.1 Group Companies to change business year SCHEDULE 7.4.4 Statement on termination of inter-company liabilities SCHEDULE 7.4.6 Cross-receipt SCHEDULE 7.4.7 Leverkusen Lease Agreement SCHEDULE 8.1.1(II) Pre-emptive Rights etc. in relation to Group Shares SCHEDULE 8.1.3(I)-1 List of Owned Real Property SCHEDULE 8.1.3(I)-2 Excerpts of the land registers relating to Owned Real Property SCHEDULE 8.1.3(II) List of Leased Real Property SCHEDULE 8.1.3(IV) List regarding condition of Owned Real Property SCHEDULE 8.1.4(I) Repair/maintenance of Material Assets SCHEDULE 8.1.4(III) Material Contracts SCHEDULE 8.1.5(I) List of certain intellectual property rights SCHEDULE 8.1.5(II)-(1) Dispute in relation to Intellectual Property Rights SCHEDULE 8.1.5(II)-(2) Potential Third Party Disputes in relation to Intellectual Property Rights SCHEDULE 8.1.5(IV) Licensed Intellectual Property Rights SCHEDULE 8.1.6(II) Information on Relevant Employees SCHEDULE 8.1.6(III) Labour disputes SCHEDULE 8.1.6(VII) Key Employees SCHEDULE 8.1.8(I) Legal Disputes Exceeding EUR 100,000 SCHEDULE 8.1.8(II) Product liability disputes SCHEDULE 8.1.9(II) Proceedings in relation to Public Law Permits and Environmental Claims SCHEDULE 8.1.10(I) Contingent Liabilities </TABLE> 8 <PAGE> <TABLE> <S> <C> SCHEDULE 8.3-(1) Persons whose knowledge is decisive for Seller's Best Knowledge SCHEDULE 8.3-(2) Persons to be enquired by persons listed in Schedule 8.3-(1) SCHEDULE 9.10 Escrow Agreement SCHEDULE 13.1 Provisional Supply Agreements SCHEDULE 13.4 IP-Agreement </TABLE> 9 <PAGE> PREAMBLE (A)
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UK Purchaser is RPOW UK Ltd., with the particulars given in Letter (D) of the Preamble;
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UK Purchaser means, where applicable, the Purchaser, the Acquiring Subsidiary purchasing the TCFL Shares under this Agreement, or any Affiliate of the Purchaser to which the TCFL Shares are transferred after Closing.
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UK Purchaser has the meaning set forth in the Preamble.
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UK Purchaser means Arrow Electronics UK Holdings Limited;
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UK Purchaser has the meaning set out in the preamble hereto.
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Related to UK Purchaser

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • Purchaser means the organization purchasing the goods.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Purchaser/ User means ultimate recipient of goods and services

  • Foreign Purchaser has the meaning assigned thereto in Section 8(d).

  • Buyer has the meaning set forth in the preamble.

  • Ultimate purchaser means, with respect to any new motor vehicle or new motor vehicle engine, the first person who in good faith purchases a new motor vehicle or new motor vehicle engine for purposes other than resale.

  • the Seller means the person so described in the Order;

  • Buyer Parent has the meaning set forth in the Preamble.

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • The Vendor means the person, firm, company or organization on whom the Purchase Order is placed and shall be deemed to include the vendor’s successors, representative heirs, executors and administrator as the case may be. It may also be referred to as Seller, Contractor or Supplier.

  • Substitute Purchaser is defined in Section 21.

  • Buyer Party means each Affiliate of Buyer that is, or is contemplated by this Agreement to become at the Closing, a party to one or more Transaction Agreements. For clarity, none of the Acquired Companies shall be deemed to be a “Buyer Party” hereunder.

  • Purchasers is defined in Section 12.3.1.

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Purchased Student Loan means a Financed Student Loan purchased as of the close of business on the last day of a Monthly Collection Period or Collection Period, as applicable, by the Servicer pursuant to Section 3.05 of the Servicing Agreement or repurchased by the Seller pursuant to Section 3.02 of the Loan Sale Agreement.

  • Purchased Securities has the meaning assigned in the Terms;

  • Seller has the meaning set forth in the Preamble.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.