英语翻译has the meaning given to it in clause (12)

英语翻译
has the meaning given to it in clause (12)

BUSINESS SALE AGREEMENT
Dated _________,_________,_________(M/D/Y)
AAA PLC
and
BBB LIMITED
and
MR CCC(sb)
and
DDD CORPORATION
[** Confidential treatment has been requested for certain provisions of this document,which information has been separately filed with the Commission and the appropriate Section marked with a [*] ]
relating to the Sale and Purchase of part of the Software Business of AAA PLC
LINKLATERS
_________(address)
Telephone:_________
Facsimile:_________
Ref:_________
Table of Contents
1 Interpretation
2 Agreement to sell the Business
3 Consideration
4 Completion
5 Post Completion Obligations
6 Warranties
7 Contracts and Third Party Consents
8 The Relevant Employees
9 Restrictions on the Vendors
10 Restrictions on the Purchaser
11 Post-Completion Obligations
12 Guarantees
13 Other Provisions
Schedule 1 Part 1 Intellectual Property
Schedule 2 Allocation of Consideration
Schedule 3 Completion Obligations
Schedule 4 Warranties given by the Vendor under clause 6
Schedule 5 Limitations on Liability Under Clause 6.3
Schedule 6 Warranties given by DDD under clause 6
Schedule 7 Specifications
Schedule 8 Asset List
Schedule 9 Customer Contracts
Schedule 10 Web Hosting Agreement
Schedule 11 Database Agreement
Schedule 12 Consultant Services Agreement
Schedule 13 Employees
Schedule 14 Licence to Occupy the Premises
Schedule 15 Contracts with a Value of _________ or greater
Schedule 16 Contingent Consideration
Schedule 17 Gross Bookings
Schedule 18 Motor Vehicles Lease
Schedule 19 Draft Press Release
Schedule 20 Bonus Payments Agreement for Sale of Business
This Agreement is made on _________(M,D,Y).
Between:
(1) AAA PLC (Registered No._________) whose registered office is at _________(address)(the "Vendor");
(2) BBB Limited (Registered No._________ ) whose registered office is at _________(address)(the "Purchaser"); and
(3) Mr CCC(sb) of _________(address) ("Mr CCC(sb)"); and
(4) DDD Corporation whose registered address is at _________(address) ("DDD").
Whereas:
The Vendor wishes to sell the Business (as defined below),and the Purchaser wishes to purchase the Business,on and subject to the terms of this Agreement.
It is agreed as follows:
1 Interpretation
In the interpretation of this Agreement,unless the context otherwise requires,the provisions in this Clause 1 apply:
1.1 Definitions
"agreed terms" means,in relation to any document,such document in the terms agreed between the parties and signed for identification by or on behalf of the Purchaser and the Vendor with such alterations as may be agreed in writing between the parties from time to time for any reason;
"Assets" means the property,rights and assets agreed to be sold pursuant to Clause 2.1 of this Agreement;
"Assumed Liabilities" means the Liabilities of the Vendor to be assumed by the Purchaser under Clause 2.2 of this Agreement and "Assumed Liability" means any one of them;
"Audited Accounts" means the audited accounts relating to the Vendor for the financial periods ending on 30 September in each of the years 1998 and 1999;
"Balance Sheet Date" means _________,_________,_________(M/D/Y);
"Business" means the business of sublicensing,distribution,and maintenance of the Software pursuant to the Sublicensor Agreement and products and services relating to the Software,carried on by the Vendor in the Territory from the Premises under the name "Productivity through Software PLC",including the Assets and the Assumed Liabilities subsisting at Completion;
"Business Day" means a day on which banks are open for business in London (excluding Saturdays,Sundays and public holidays);
"CHAPS" means clearing houses automated payment systems;
"Claims" means all rights and claims of the Vendor to the extent that they arise at any time (whether before or after Completion) out of or in connection with the Business (whether arising under any warranties,conditions,guarantees,indemnities,insurance policies,contracts,agreements (in each case whether express or implied) or otherwise howsoever) in so far as they relate to any of the Assets or any Assumed Liability;
"Completion" means the completion of the sale and purchase of the Business pursuant to sub-clauses 4.1 to 4.3;
"Consultant Services Agreement" means the agreement to be executed at Completion by the Vendor and the Purchaser in the form set out in Schedule 12;
"Contracts" means the Customer Contracts and the Licence Agreements;
"Customer Contracts" means the customer contracts executed by the Vendor in relation to the Software and associated services,whether expired or terminated,which are listed in Schedule 9;
"Database" shall have the meaning given to that term in the Database Agreement;
"Database Agreement" means the agreement to be executed at Completion by the Vendor and the Purchaser in relation to the Database and the licence from the Vendor to the Purchaser of the database management program in the form set out in Schedule 11;
"Deferred Revenue" means,in relation to orders that have been invoiced by the Vendor but which,but for this Agreement,would have resulted in a contractual obligation on the Vendo