Operations Prior to
Closing. MLMP and Homes to conduct business in the ordinary course until consummation of the transaction. Definitive agreement to include appropriate affirmative and negative covenants concerning pre- closing operations.
Seller’s Closing Documents as defined in Section 3.2(a).
Sellers has the meaning set forth in the Preamble.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Seller Parties has the meaning set forth in the preamble to this Agreement.
Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.
Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.
Seller has the meaning set forth in the Preamble.
Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.
Buyer’s Representatives has the meaning set forth in Section 6.02.
Transaction-Specific Hedge means any Transaction that is an interest rate cap, interest rate floor or interest rate swaption, or an interest rate swap if (x) the notional amount of the interest rate swap is “balance guaranteed” or (y) the notional amount of the interest rate swap for any Calculation Period otherwise is not a specific dollar amount that is fixed at the inception of the Transaction.
Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Seller Parent has the meaning set forth in the Preamble.
Buyer has the meaning set forth in the preamble.
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
Property Owners association" or "association" means an incorporated or unincorporated entity upon
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
Selling Parties shall have the meaning specified in the preamble.
Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.
Sale Documents means this Agreement, the Fee Agreement, the Exhibits hereto to which the Seller is a party and all other certificates, instruments, agreements and documents executed from time to time by the Seller in connection with the transactions contemplated in this Agreement.