Applicability and Defined Terms Sample Clauses

Applicability and Defined Terms. 1.1. Applicability. From time to time the parties hereto may enter into transactions in which the Seller agrees to transfer to the Agent on behalf of the Buyers, Eligible Loans on a servicing released basis against the transfer of funds by the Buyers, with a simultaneous agreement by the Buyers to transfer to the Seller such Eligible Loans at a date certain or on demand in the event of termination pursuant to Section 18.2 hereof, or if no demand is sooner made, on the Termination Date, against the transfer of funds by the Seller. Each such transaction shall be referred to herein as a “Transaction” and shall be governed by this Agreement, as hereinafter defined. JPMorgan Chase has also agreed to provide a separate revolving swing line repurchase facility to initially and temporarily purchase Eligible Loans pending their purchase by all of the Buyers pursuant to this Agreement. The parties hereby specifically declare that it is their intention that this Master Repurchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement,” which term includes the preamble above) and the purchases of Eligible Loans made pursuant to it (under both its regular and swing line provisions) are to be treated as repurchase transactions under the Title 11 of the United States Code, as amended (the “Bankruptcy Code”), including all rights that accrue to the Buyers by virtue of sections 559, 561 and 562 of the Bankruptcy Code. This Agreement also contains lien provisions with respect to the Purchased Loans so that if, contrary to the intent of the parties, any court of competent jurisdiction characterizes any Transaction as a financing, rather than a purchase, under applicable law, including the applicable provisions of the Bankruptcy Code, the Agent is deemed to have a first priority perfected security interest in and to the Purchased Loans to secure the payment and performance of all of the Seller’s Obligations under this Agreement and the other Transaction Documents. The Buyers’ agreement to establish and continue the revolving repurchase facilities, and JPMorgan Chase’s agreement to establish and continue such revolving swing line repurchase facility, are each made upon and subject to the terms and conditions of this Agreement. If there is any conflict or inconsistency between any of the terms or provisions of this Agreement and any of the other Transaction Documents, this Agreement shall govern and control. If there is any conflic...
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Applicability and Defined Terms. 1 1.1. Applicability ............................................................................................................1 1.2.
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Related to Applicability and Defined Terms

  • Plan and Defined Terms This award is granted under and subject to the terms of the 2005 Stock Incentive Compensation Plan and the Stock Incentive Compensation Plan (2005) Addendum dated July 5, 2005 (together the “Plan”), which is incorporated herein by reference. Capitalized terms used herein and not defined in the Agreement (including Section 7 hereof) shall have the meaning set forth in the Plan. To the extent any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control.

  • Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Purpose and Definitions 1. The purpose of this Chapter is to promote the objectives of this Agreement by simplifying customs procedures in relation to bilateral trade between the Parties.

  • Abbreviations and Defined Terms Customary abbreviations may be used in the name of a Holder of a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

  • INDEX OF DEFINED TERMS “To the Knowledge of” or “Knowledge” 20 280G Stockholder Approval 49 Acquiror Indemnified Person 60 Action 22 Agreement 1 Ancillary Agreements 21 Arbitrator 12 Assets 31 Audited Closing Financial Statements 56 Benefit Plan 32 Certificate of Merger 2 Change in Company Recommendation 48 Claim Period 63 Claims 56 Closing 2 Closing Date 2 Closing Date Indebtedness 5 Closing Date Net Indebtedness 5 Closing Date Net Working Capital 11 COBRA 33 Code 7 Company 1 Company Common Stock 1 Company Recommendation 1 Company Stock Certificates 6 Company Takeover Proposal 48 Company Transaction Expenses 5 Confidentiality Agreement 52 Continuing Employees 48 Contracts 26 D&O Tail Premium 55 DGCL 1 Disclosure Schedule 18 Dissenting Shares 18 Effective Time 2 Encumbrance 30 Environmental Laws 39 Environmental Liabilities 39 ERISA 32 ERISA Affiliate 32 Escrow Agent 4 Escrow Agreement 4 Escrow Fund 4 Estimated Closing Date Net Working Capital 11 Estimated Closing Statement 11 Estimated Working Capital Deficit 11 Estimated Working Capital Surplus 11 Exchange Act 41 Exchange Fund 6 Final Closing Statement 12 Financial Statement Date 31 Financial Statements 31 FLSA 37 GAAP 29 Government Programs 40 Governmental Authority 22 Hazardous Materials 39 HSR Act 22 Indebtedness 28 Indemnifiable Losses 60 Indemnification Threshold 61 Indemnified Person 64 Insurance Policy 35 Intellectual Property 24 Intellectual Property Assignment Agreement 22 Intellectual Property Contributor 22 Knowledgeable Sellers 20 Law 19 Lease 30 Leased Real Property 30 Licensed Intellectual Property 24 Litigation Indemnification Threshold 62 LogistiCare 18 Material Adverse Effect 18 Material Contracts 26 Merger 1 Merger Consideration 3 Merger Consideration Statement 5 Merger Sub 1 Obligated Person 64 Owned Intellectual Property 24 Parent 1 Parent Indemnification Cap 63 Payoff Letters 46 Permits 25 Permitted Encumbrances 30 Potential 280G Benefits 49 Proposed Closing Statement 12 Receivables 31 Registration Statement 8 Related Party 29 Released Persons 56 Required Stockholder Approval 40 SEC 8 Securities Act 8 Seller Indemnification Cap 62 Software 25 Stockholders’ Representative 1 Subsidiaries 21 Surviving Entity 2 Target Indemnified Person 61 Target Net Working Capital 11 Tax 35 Tax Authority 34 Tax Return 35 Transmittal Letter 6 Treasury Regulations 35 Unaudited Balance Sheet 31 Uninterested Accounting Firm 12 Working Capital Deficit 11 Working Capital Surplus 11 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 6, 2007, by and among Charter LCI Corporation, a Delaware corporation (the “Company”), The Providence Service Corporation, a Delaware corporation (“Parent”), PRSC Acquisition Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and, only with respect to those Sections of this Agreement expressly applicable to it, CLCI Agent, LLC, a Delaware limited liability company, as the representative of the Sellers and certain other persons identified in Section 9 hereof (the “Stockholders’ Representative”).

  • Terms and Definitions The terms listed below shall have the respective meaning given them as set forth adjacent to each term.

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:

  • Use of Defined Terms Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in the Disclosure Schedule and in each other Loan Document, notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.

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