Definitions Clause Example with 8 Variations from Business Contracts

Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items sp...ecifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco Trident and the Purchaser SPL of the conditions precedent set out in Sections 5.1 and 5.2, 5.2 respectively; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "GAAP" shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods; (g) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco (h) "SPL Shares" shall mean the 400,000,000 50,000 ordinary shares of SPL held by the Selling Shareholder, being all of the issued and outstanding ordinary shares of SPL beneficially held, either directly or indirectly, by the Selling Shareholder; (i) "Trident Securities" shall mean the Trident Shares; (j) "Trident Shares" shall mean the 500,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, Trident, to be issued by Pubco to the Purchaser on the Closing. (h) Selling Shareholder (or its nominee) by Trident; (k) "SEC" shall mean the Securities and Exchange Commission; (i) (l) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) (m) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (n) "Transaction" shall mean the purchase of the Pubco SPL Shares by Trident from the Purchaser Selling Shareholder in consideration for the One Third cash consideration and issuance of Proceeds payable to Pubco from the Purchaser. Trident Securities. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Selling Shareholder Schedule 2 – Certificate of Non-U.S. Shareholder Schedule 3 – Directors and Officers of SPL Schedule 4 – SPL Leases, Subleases, Claims, Capital Expenditures, Taxes and Other Property Interests Schedule 5 – SPL Intellectual Property Schedule 6 – SPL Material Contracts Schedule 7 – SPL Employment Agreements and Arrangements Schedule 8 – Subsidiaries 1.3 Currency. All references to currency referred to in this Agreement are in United States Dollars (USD$), (US$), unless expressly stated otherwise. View More

Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Acquired Assets" means all assets listed in Schedule 1 hereto; (b) "Agreement" shall mean means this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) (c) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which time the Closing Docume...nts shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time; (c) 1 (d) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser 8.1(d) of the conditions precedent set out in Sections 5.1 and 5.2, respectively; (d) this Agreement; (e) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; unsecured. (g) "Pubco Shares" "Loss" shall mean the 400,000,000 fully paid any and non-assessable common shares all demands, claims, actions or causes of Pubco in consideration action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by FGTS or PHIL including damages for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. lost profits or lost business opportunities. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) and Exchange Commission; (i) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (j) "Transaction" shall mean the purchase exchange of Consideration pursuant to this Agreement as described in Section 2.2; (k) "1933 Act" shall mean the Pubco Shares by United States Securities Act of 1933, as amended; (l) "1934 Act" shall mean the Purchaser in consideration for the One Third United States Securities Exchange Act of Proceeds payable to Pubco from the Purchaser. 1.2 1934, as amended; and, (m) Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate - The Acquired Assets. Schedule 2- Title of Non-U.S. Shareholder 1.3 Acquired Assets. Schedule 3 - Impairments to Title of Acquired Assets, if any. Schedule 4 - Licenses and Permits Schedule 5 - Exceptions Schedule 6 - The Majority Shareholders 1.2 Currency. All references to currency dollar amounts referred to in this Agreement are in United States Dollars (USD$), funds, unless expressly stated otherwise. View More

Definitions. The following terms have the following meanings, meanings in this Agreement, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules exhibits and other documents attached to or referred to in this Agreement, hereto, and all amendments and supplements, if any, to this Agreement; hereto; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the ...parties, except for those documents or other items specifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 7 hereof following the satisfaction or waiver by Pubco Buyer and the Purchaser Seller of the conditions precedent set out in Sections 5.1 and 5.2, respectively; Section 5 hereof, respectively, provided that such date shall be no later than October 30, 2019 unless mutually agreed to in writing by the Parties; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco Shares" (f) "Taxes" shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) "Taxes" shall include all international, federal, state, provincial and local income taxes, capital gains tax, taxes, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), duties), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, party, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (g) "Transaction" shall mean the purchase of all of the Pubco Shares issued and outstanding capital stock of GSI BVI by Buyer from the Purchaser Seller in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. as described in section 2. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate of Non-U.S. Shareholder 1.3 Currency. All references to currency referred to in this Agreement are in to United States Dollars (USD$), Dollars, unless expressly stated otherwise. View More

Definitions. The following terms have the following meanings, meanings in this Agreement, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules exhibits and other documents attached to or referred to in this Agreement, hereto, and all amendments and supplements, if any, to this Agreement; hereto; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the ...parties, except for those documents or other items specifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 7 hereof following the satisfaction or waiver by Pubco Buyer and the Purchaser Seller of the conditions precedent set out in Sections 5.1 and 5.2, respectively; Section 5 hereof, respectively, provided that such date shall be no later than October 30, 2016 unless mutually agreed to in writing by the Parties; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco Shares" (f) "Taxes" shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) "Taxes" shall include all international, federal, state, provincial and local income taxes, capital gains tax, taxes, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), duties), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (g) "Transaction" shall mean the purchase of all of the Pubco Shares issued and outstanding shares of Nova Furniture (Dongguan) Co., Ltd. by Buyer from the Purchaser Seller in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. as described in section 2. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate of Non-U.S. Shareholder 1.3 Currency. All references to currency referred to in this Agreement are in to United States Dollars (USD$), Dollars, unless expressly stated otherwise. View More

Definitions. The following terms have the following meanings, meanings in this Agreement, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules exhibits and other documents attached to or referred to in this Agreement, hereto, and all amendments and supplements, if any, to this Agreement; hereto; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the ...parties, except for those documents or other items specifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 7 hereof following the satisfaction or waiver by Pubco Buyer and the Purchaser Seller of the conditions precedent set out in Sections 5.1 and 5.2, respectively; Section 5 hereof, respectively, provided that such date shall be no later than October 30, 2016 unless mutually agreed to in writing by the Parties; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco Shares" (f) "Taxes" shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) "Taxes" shall include all international, federal, state, provincial and local income taxes, capital gains tax, taxes, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), duties), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (g) "Transaction" shall mean the purchase of all of the Pubco Shares issued and outstanding shares of NOVA BVI by Buyer from the Purchaser Seller in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. as described in section 2. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate of Non-U.S. Shareholder 1.3 Currency. All references to currency referred to in this Agreement are in to United States Dollars (USD$), Dollars, unless expressly stated otherwise. View More

Definitions. The following terms have the following meanings, meanings in this Agreement, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, hereto, and all amendments and supplements, if any, to this Agreement; hereto; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, ...except for those documents or other items specifically required to be exchanged at a later time; 1 (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 7 hereof following the satisfaction or waiver by Pubco Buyer and the Purchaser Seller of the conditions precedent set out in Sections 5.1 and 5.2, respectively; Section 5 hereof, respectively, provided that such date shall be no later than April 26, 2013 unless mutually agreed to in writing by the Parties; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" "GAAP" shall mean the United States Securities Exchange Act of 1934, as amended; generally accepted accounting principles applied in a manner consistent with prior periods; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco Shares" shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) and Exchange Commission; (h) "Taxes" shall include mean all international, federal, state, provincial and local income taxes, capital gains tax, taxes, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), duties), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (i) "Transaction" shall mean the purchase of all of the Pubco Shares issued and outstanding shares of BSI by Buyer from the Purchaser Seller in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. cash. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate of Non-U.S. Shareholder 1.3 Currency. All references to currency referred to in this Agreement are in to United States Dollars (USD$), Dollars, unless expressly stated otherwise. View More

Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items sp...ecifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser Priveco of the conditions precedent set out in Sections 5.1 5 and 5.2, 6 respectively; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "GAAP" shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods; (g) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) (h) "Priveco Shares" shall mean the 100,000 common shares of Priveco held by the Selling Shareholders, being all of the issued and outstanding common shares of Priveco beneficially held, either directly or indirectly, by the Selling Shareholders; (i) "Pubco Securities" shall mean the Pubco Shares; (j) "Pubco Shares" shall mean the 400,000,000 100,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, Pubco, to be issued to the Selling Shareholders by Pubco to the Purchaser on the Closing. (h) Closing Date; (k) "SEC" shall mean the Securities and Exchange Commission; (i) (l) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) (m) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (n) "Transaction" shall mean the purchase of the Pubco Priveco Shares by Pubco from the Purchaser Selling Shareholders in consideration for the One Third issuance of Proceeds payable to the Pubco from the Purchaser. Securities. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 List of Selling Shareholders 2A – Certificate of Non-U.S. Shareholder 2B – Certificate of U.S. Shareholder 3 – Directors and Officers of Priveco 4 – Directors and Officers of Pubco 5 – Priveco Intellectual Property 6 – Priveco Personal Property 7 – Priveco Material Contracts 8 – Privaco Subsidiaries 9 – Priveco Employees/Employment Agreements 1.3 Currency. All references to currency referred to in this Agreement are in United States Dollars (USD$), (US$), unless expressly stated otherwise. View More

Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items sp...ecifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser Priveco of the conditions precedent set out in Sections 5.1 and 5.2, 5.2 respectively; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Priveco Accounting Date" shall mean December 31, 2013; (h) "Priveco Financial Statements" shall mean the balance sheet of Priveco as of December 31, 2012 and December 31, 2013, together with related statements of income, cash flows, and changes in shareholder's equity for the fiscal years ended December 31, 2012 and December 31, 2013; 2 (i) "Priveco LLC Interests" shall mean the One Hundred Percent (100%) of the LLC membership interest units of Priveco held by the Selling Shareholder, being all of the issued and outstanding LLC membership interest units of Priveco; (j) "Pubco Shares" shall mean the 400,000,000 Sixty Million (60,000,000) fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued to the Selling Shareholder by Pubco to the Purchaser on the Closing. (h) (k) "SEC" shall mean the Securities and Exchange Commission; (i) (l) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) and (m) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) "Transaction" shall mean the purchase of the Pubco Shares by the Purchaser in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. assessments. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Selling Shareholder and Capital Structure Post Closing Schedule 2 – Certificate of Non-U.S. U.S. Shareholder Schedule 3 – Directors and Officers of Priveco Schedule 4 – Directors and Officers of Pubco and MergerSub 1.3 Currency. All references to currency referred to in this Agreement are in United States Dollars (USD$), (US$), unless expressly stated otherwise. View More