Plant and Equipment means the plant, equipment, machinery, tools, furniture, fittings, motor vehicles and all other physical assets located in Australia and owned by the Sellers, or an Affiliate of a Seller, as at 4 November 2019 and used exclusively in or forming part of the Business, including, but not limited to, those items listed in Schedule 5 (Plant and Equipment), and all work-in-progress, components, consumables, spare parts, tools and maintenance items for any of those things but excluding any assets hired by the Sellers (or an Affiliate of a Seller, as applicable) for use in the Business under the terms of an asset lease.
PPSA means the Personal Property Securities Act 2009 (Cth).
PPSA Security Interest has the same definition given to the term security interest in the PPSA.
PPSR means the Personal Property Securities Register.
QC means a suitably qualified Queens Counsel or Senior Counsel who has no less than 15 years of relevant experience.
Recipient has the same definition given to that term in Clause 10.2(a).
Related Body Corporate has the same definition given to that term in section 9 of the Corporations Act.
Related Entity has the same definition given to that term in section 9 of the Corporations Act.
Sale means the sale and purchase of the Business Assets in accordance with Clause 2.
Second Earnout Year means the 12 month period starting on the day immediately following the end of the First Earnout Year.
Security Interest means any of the following
| ||(a) || |
legal or equitable interest, encumbrance or power created, arising in or reserved in or over an interest in any property or asset;
| ||(b) || |
security for payment of money, performance of obligations or protection against default (including a mortgage, bill of sale, charge, lien, pledge, income, garnishee order, monetary claims and flawed deposit arrangement);
| ||(c) || |
any thing or preferential interest or arrangement of any kind giving a person priority or preference over Claims or other persons with respect to any property or asset;
| ||(d) || |
a PPSA Security Interest; or
| ||(e) || |
any agreement or arrangement (whether legally binding or not) to grant or create anything referred to in paragraphs (a), (b), (c) or (d),
Seller Warranties means the warranties and representations set out in Schedule 3.
Specified Persons means Ryan Abney, Mike Scott, Brian Beatty and Douglas Reichenbach.
Tax means any tax, levy, charge, impost, duty, fee, deduction, goods and services tax, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency including any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above but excludes Duty.
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Lander & Rogers
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