1.1 The following words and expressions have the meanings set out below:
“Accounts” means the audited balance sheets as at the Balance Sheet Date and the audited profit and loss account for the accounting reference period of the Company ended on the Balance Sheet Date and the notes, reports, statements and other documents annexed to the Accounts of the Company.
“Accounting Standards” means generally accepted accounting standards practiced in Thailand.
“Affiliate” means any company of which the Purchaser controls indirectly or directly more than 50% of the voting rights in shareholders meetings of such company.
“Agreement” means this Agreement including its Recitals and the Schedules.
“Auditor” means the auditor of the Company from time to time.
“Balance Sheet Date” means December 31, 2015.
“Business” means collectively the Tri Trang Beach Resort and the company Tri Trang Beach Resort Co.,Ltd as well other assets part of the sale.
“Business Day” means a day (other than a Saturday or Sunday) when commercial banks are open for business in Thailand.
“Claim” means, unless the context otherwise requires, any claim by the Purchaser arising under the Warranties or any other provision of this Agreement in respect of any misrepresentation in relation to the subject matter of this Agreement.
“Completion” means completion of the sale and purchase of the Shares pursuant to this Agreement.
“Confidential Information” means plans, records, trade secrets and all other information of a confidential nature in whatever form which relates to: