definiens: means the date of execution of this Agreement ; means list of licenses referred in Schedule 3 ; means the plans set out in Annexure 7 of the Seller Disclosure Schedule ; means any charge, claim, mortgage, servitude, easement, right of way, adverse ownershipclaim, title defect, covenant, equitable interest, license, lease, sub - lease or other possessory interest, lien, Taxlien, option, pledge, security interest, preference, priority, right of first refusal, option, restriction, obligation orother encumbrance of any kind or nature whatsoever ( whether absolute or contingent ) ; means any Law relating to the environment ( including ambient air, surface water, groundwater, land surface, and subsurface strata ), natural resources, pollutants, contaminants, wastes or chemicals, including any Law pertaining to : ( a ) treatment, storage, disposal, generation and transportation of HazardousMaterials ; ( b ) air, water, land and noise pollution ; ( c ) groundwater, surface water, or soil contamination ; ( d ) therelease or threatened release into the environment of Hazardous Materials, including intentional or accidentalemissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals ; ( e ) themanufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of HazardousMaterials ; ( f ) underground and aboveground tanks and other storage tanks or vessels, abandoned, disposed ordiscarded barrels, containers and other closed receptacles ; ( g ) public health and safety ; ( h ) the registration, evaluation, authorization, or restriction of Hazardous Materials ; or ( i ) the protection of wild life, plants, habitat, marine sanctuaries and wetlands, including all endangered and threatened species ; means the no - lien interest bearing escrow account to be opened by the Escrow Agent interms of the Escrow Account ; 4 Business Transfer Agreement means an agent mutually agreed between the Parties ; means the agreement to be entered into by and among the Seller, the Purchaser and theEscrow Agent prior to Closing in the form mutually agreed between the Parties ; means an amount equal to the Cash Consideration ; means generally accepted accounting principles for financial reporting in India as in effect as of theEffective Date ; means any ( a ) nation, region, state, county, city, town, village, district or otherjurisdiction ; ( b ) federal, state, local, municipal, foreign or other government ; ( c ) governmental or quasi - governmental authority of any nature ( including any governmental agency, branch, department or other entity andany court or other tribunal ) ; ( d ) multinational organization ; or ( e ) body exercising, or entitled to exercise, anyadministrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature ; means all filings and applications with any Governmental Authority, and allConsents, registrations, re - registrations, and declarations issued, granted, given or otherwise made available byor under the authority of any Governmental Authority or pursuant to any Law ; means any raw material, intermediate product, byproduct, pollutant, contaminant, chemical, solvent, waste or any other substance or material ( whether solids, liquids or gases ) that is infectious, carcinogenic, persistent, ignitable, corrosive, reactive, explosive, poisonous, toxic or otherwise hazardous or thatis listed, defined, designated or classified, or otherwise regulated under any Environmental Law as a hazardoussubstance or any other material or substance that is or that may present a threat to human health or theenvironment ; of any Person means, without duplication : ( a ) all indebtedness of such Person, whether or notcontingent, for borrowed money ; ( b ) all obligations of such Person evidenced by credit agreements, notes, mortgages, bonds, letters of credit, debentures or other similar instruments or debt securities and warrants orother rights to acquire any such instruments or securities, including obligations so evidenced incurred inconnection with the acquisition of property, assets or businesses ( including capital lease obligations ) ; and ( c ) allindebtedness of others referred to in clauses ( a ) and ( b ) hereof guaranteed, directly or indirectly, in any mannerby such Person, or in effect guaranteed directly or indirectly by such Person through an agreement, undertakingor arrangement by which such Person guarantees, endorses or otherwise becomes or is contingently liable todischarge the indebtedness referred to in clauses ( a ) and ( b ) of any other Person ; means the Republic of India and shall include special economic zones, ports and airports within thegeographical area of the Republic of India ; means the Trademarks and the Licensed Trademarks ; means any order, injunction, judgment, decree, ruling, assessment or arbitration award of anyGovernmental Authority or arbitrator ; 5 Business Transfer Agreement means those employees listed in Schedule 4 ; means, with respect to the Seller, the information that any Key Employee is actually aware offollowing due and diligent investigations concerning the existence of a relevant fact or matter ; means any federal, national, regional, state, local, county, city, municipal, town, village, district, foreign orother constitution, law, statute, treaty, rule, regulation, ordinance, order, code, or any condition or term imposedpursuant to any Governmental Authorization ; means lenders identified in Schedule in 5 who hold an encumbrance on assets of the TransferredUndertakings ; means liabilities, debts or other obligations of any kind or nature, whether known or unknown, absolute, accrued, contingent, liquidated, unliquidated or otherwise, due or to become due or otherwise, andwhether or not required to be reflected on a balance sheet prepared in accordance with GAAP ; means all trademark set out in Part B of Schedule 6 which are to be licensed to thePurchaser on royalty free basis ; means any direct loss, pecuniary awards, Proceeding, Judgment, damage, fine, penalty, expense(including reasonable attorneys ’ or other professional fees and expenses and court costs ), injury, Liability, Tax orother cost or expense but does not include any indirect, punitive, special, exemplary or consequential damagesor losses ; means 31 March 2012 or such other date as may be mutually agreed in writing between theParties ; means any event, change, circumstance, effect or other matter that has, or couldreasonably be expected to have, either individually or in the aggregate with all other events, changes, circumstances, effects or other matters, with or without notice, lapse of time or both, a material adverse effecton : ( a ) the business, assets, Liabilities, properties, condition ( financial or otherwise ), operating results oroperations or prospects of the Business taken as a whole ; or ( b ) the ability of the Seller to perform its materialobligations under this Agreement or to consummate timely the transactions contemplated by this Agreement;provided, however, that none of the following shall be deemed to constitute, and none of the following shall betaken into account in determining whether there has been or will be a Material Adverse Effect ; ( i ) any event, circumstance, change or other matter that generally affects Persons engaged in the business of developing, manufacturing, marketing or selling generic pharmaceutical products, except to the extent such event, circumstance, change or other matter has a materially disproportionate effect on the Business, taken as a whole, relative to other businesses engaged in the generic pharmaceutical business ; ( ii ) any occurrence or conditionarising out of the transactions contemplated by this Agreement or the public announcement thereof ; and ( iii ) anyact of the Seller undertaken at the written request or with the written consent of Buyer or as required to beperformed under the terms of this Agreement ; means the agreement as of even date between the Seller, PurchaserParent and the Purchaser ; 6 Business Transfer Agreement means NBZ Pharma Limited ; means the agreement as of even date between NBZ, Purchaser Parent andthe Purchaser ; means the agreement as of even date between the Promoters, Purchaser Parentand the Purchaser ; means the certificate issued by the Lenders upon receipt of the Release Amount andconfirming satisfaction and full release of Encumbrance created on the assets of the Transferred Undertakings ; means any Law designed to provide safe and healthful workingconditions and to reduce occupational safety and health hazards, and any program, whether governmental orprivate ( such as those promulgated or sponsored by industry associations and insurance companies ), designedto provide safe and healthy working conditions ; means the usual, regular and ordinary course of business of the Business, consistent with Seller ’s past custom and practice, but only to the extent consistent with applicable Law ; means all businesses conducted as of the Effective Date by the Seller other than theBusiness ; means the Real Property described in Category Land 1 and Category Land 2 ; means the Seller, Purchaser Parent and the Purchaser individually and the word shall beconstrued accordingly ; means any natural person, firm, corporation, private limited company, limited liability company, Governmental Authority, joint venture, general or limited partnership, trust, association or other entity ( whether ornot having separate legal personality ) ; means any action, arbitration, audit, examination, investigation, hearing, litigation or suit ( whethercivil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private)commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority orarbitrator ; means all Laws intended to control or regulate the construction, demolition, alteration or use of land or buildings or to preserve or protect national heritage ; means any Laws related to the manufacture, research, sales, marketing, development ordistribution of the products of the Business, including the Drugs and Cosmetics Act, 1940 and the Drugs andCosmetics Rules, 1945, the Standard Weights and Measures Act, 1976 and Bureau of Indian Standards Act,1986 ( or similar Laws in other countries ) ; 7 Business Transfer Agreement means all land and all buildings and other structures, facilities or improvements located thereon, capital work in progress and all easements, licenses, rights and appurtenances relating to the foregoing ; in relation to an individual, means the parents, spouse and children of such individual ; means the amount payable to the Lenders in lieu of satisfaction and full release ofEncumbrance created on the assets of the Transferred Undertakings as set out in the in - principle approval of theLenders referred to in Clause 5.1.9 ;, or means Indian rupees, the lawful currency of India ; means all computer software ( including source and object code ) and other applications on allhardware ( including the distributed control system ), firmware, development tools, algorithms, files, records, technical drawings and related documentation, data and manuals, together with proof of ownership ; means : ( a ) any and all taxes, duties, imposts, levies, premiums, impositions, transfer charges, cess, surcharge, charges in the nature of tax and any fine, cost, penalty or interest connected therewith, includingcorporate tax, income tax, dividend distribution tax, interest tax, withholding taxes, capital gains tax, valueadded tax, gift tax, wealth tax, sales tax, service tax, stamp duty, registration fees, foreign travel tax, octroi, turnover tax, excise duty, customs duty, import duty, development cess, rates, property tax or other tax ofwhatever kind ( including any fee, assessment or other charges in the nature of or in lieu of any tax ) that isimposed by any Governmental Authority ; ( b ) any interest, fines, penalties or additions resulting from, attributableto, or incurred in connection with any items described in this paragraph or any related contest or dispute ; and ( c)any items described in this paragraph that are attributable to another Person but that the Seller is liable to payand / or withhold by Law, by Contract or otherwise, whether or not disputed ; means the ( Indian ) Income Tax Act, 1961 ; means any report, return, declaration, claim for refund, or information return or statement related toTaxes, including any schedule or attachment thereto, and including any amendment thereof ; means the trademarks set out in Part A of Schedule 6 which are proposed to be transferred tothe Purchaser at the Closing through the deed of IP Assignment ; means the agreements referred in Clause 5.3.1 of this Agreement ; means the Business of Unit I of the factory operated out of the Paonta Sahib Plantof the Seller located at Khasara Nos 200/5, 201/5, 202/5, 203/5, 204/5, 205/5, 206/5, 207/5, 209/5, 212/5, 213/5,216/6, 231/120/7, 233/120/7 of Village Nihalgarh, Tehsil Paonta Sahib, Himachal Pradesh 173025 ; means the Business of Unit II of the factory operated out of the Paonta SahibPlant of the Seller located at Khasara Nos 8/1, 220/9, 221/9,222/9, 223/9, 224/9, 8/2 of Village Nihalgarh, TehsilPaonta Sahib, Himachal Pradesh 173025 ; and 8 Business Transfer Agreement means any and all Taxes relating to or arising on the transfer of the Transferred Undertakings, including stamp duty, registration charges, notarial fees and all applicable indirect Taxes and related amounts(including any penalties, interest and additions to Transfer Taxes )