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For more information visit our privacy policy.UCC Terms Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.
Specific Terms Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
BASIC TERMS This Article One contains the Basic Terms of this Lease between the Landlord and Tenant named below. Other Articles, Sections and Paragraphs of the Lease referred to in this Article One explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.
Lease Terms 8.1. The Tenant must observe and perform all conditions and covenants that apply to the Allotment Site contained in any lease under which the Council hold the Allotment Site.
Amended Terms On and after the Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms.
Original Terms Unmodified The terms of the Mortgage Note and Mortgage have not been impaired, waived, altered or modified in any respect, from the date of origination except by a written instrument which has been recorded, if necessary to protect the interests of the Purchaser, and which has been delivered to the Custodian or to such other Person as the Purchaser shall designate in writing, and the terms of which are reflected in the related Mortgage Loan Schedule. The substance of any such waiver, alteration or modification has been approved by the issuer of any related PMI Policy and the title insurer, if any, to the extent required by the policy, and its terms are reflected on the related Mortgage Loan Schedule, if applicable. No Mortgagor has been released, in whole or in part, except in connection with an assumption agreement, approved by the issuer of any related PMI Policy and the title insurer, to the extent required by the policy, and which assumption agreement is part of the Mortgage Loan File delivered to the Custodian or to such other Person as the Purchaser shall designate in writing and the terms of which are reflected in the related Mortgage Loan Schedule;
Additional Defined Terms The following terms have the meanings set forth in the Sections set forth below: Acceptance Notice 2.7(b) Administrative Guidance 4.1(b) Affiliated Transferee 4.3(a) Agreement Preamble Approved Tender Offer 4.1(a) ASX 2.5(a)(iv) ASX Rule 2.7(a) Beneficial Ownership 2.1(a) Change of Control 3.3(e) Company Board Recitals Company CDIs 2.7(a) Company Repurchase Event 4.7(a) Coordination Committee 6.2 Designation Right 5.2(a) Eligible Investments 6.1(f) Equity Issuance 2.7(d) Executive Committee 6.2 Exempt Equity Issuance 2.7(d) Existing Investment Agreement Recitals FCA Section 7.2(g) FSC Section 7.2(g) Fundamental Transaction 3.3(b) GAAP Section 7.1(g) Governmental Order 4.1(b) Xxxxxxxxx Preamble Xxxxxxxxx FSC Documents Section 7.2(g) Identified Transferees 4.5(a) Information Rights 5.3 Initial Investment Section 6.1(a) Initial Seed Capital Investment Fees 6.1(g)(ii) Initial Seed Capital Investments 6.1(g)(ii) Insolvent Party 1.1 Invested Assets Section 6.1(a) Investor Preamble Investor Parent 4.3(a) Investor Representative 5.2(a) JCG Preamble JCG SEC Documents Section 7.1(f) Merger Recitals Merger Agreement Recitals Merger Sub Recitals New Securities 2.7(a) NYSE Rule 2.7(a) Option Agreement Recitals Ownership Limit 2.1(a) Parties Preamble Party Preamble Permitted Affiliate Sale 4.3(a) Permitted Non-Public Transfer 4.3(b) Permitted Public Transfer 4.3(c) Permitted Sales Section 4.2 Person 3.1 Preemptive Rights Notice 2.7(b) Preemptive Rights Shares 2.7(a) Pre-Issuance Ownership Percentage 2.7(g) Receiving Party 5.4 Registration Rights 5.5 Regulatory Transfer 4.1(b) Representatives 5.4 Restricted Period 4.1(a) Restricted Period Approved Tender Offer 4.1(a) ROFO Negotiation Period 4.6 ROFO Notice 4.6 ROFO Open Period 4.6 ROFO Shares 4.6 ROFR Exercise Period 4.5(b) XXXX Xxxxxx 0.0(x) XXXX Open Period 4.5(c) ROFR Price 4.5(a) XXXX Xxxxxx 0.0(x) XXXX Terms 4.5(a) SEC 2.5(e) Securities Act 4.3(b) Seed Capital Investments 6.1(c) Senior Executive 4.1(b) Standstill Fall-Away Date 3.3 Standstill Restrictions 3.1(j) Stockholder Approved Issuance 2.7(f) Subsequent Offering 4.1(a) Temporary Redemption Date 6.1(f) Transfer 4.1(a) True-up Equity Issuance 2.7(d)
Extended Terms Tenant shall have the right to extend the Term for up to five (5) consecutive renewal terms of ten (10) years each (each, an “Extended Term”), provided that (unless Landlord shall elect in its sole discretion to waive any such condition), at the time Tenant exercises a right to extend the Term, (a) no Event of Default shall have occurred and be continuing and (b) on the date of the exercise of the extension option and on the first day of each such Extended Term, there shall be a Guaranty in favor of Landlord from a Qualifying Guarantor which shall either meet the standard in clause (a) or (c) of the definition of Qualifying Guarantor or shall provide Landlord with the audited financial statement described in the last paragraph of the definition of Qualifying Guarantor to establish that it meets the criteria in clause (b) thereof to be a Qualifying Guarantor, even if such Entity is a BP Affiliate. All of the terms, covenants and provisions of this Agreement shall apply to each Extended Term (including, but without limitation, the two percent annual Minimum Rent increases provided in the definition of Minimum Rent), except that Tenant shall have no right to extend the Term beyond the expiration of the fifth Extended Term. If Tenant shall elect to exercise its option to extend the Term for any Extended Term, it shall do so by giving Landlord Notice thereof not later than eighteen (18) months prior to the commencement of the applicable Extended Term, it being understood and agreed that time shall be of the essence with respect to the giving of any such Notice. If Tenant shall fail to give any such Notice, this Agreement shall automatically terminate at the end of the Fixed Term or the applicable Extended Term, and Tenant shall have no further option to extend the Term of this Agreement. If Tenant shall give such Notice, the extension of this Agreement shall be automatically effected without the execution of any additional documents; it being understood and agreed, however, that Tenant and Landlord shall execute such documents and agreements as either party shall reasonably require to evidence the same.
Glossary of Defined Terms The following terms, when used in this Agreement, have the meanings ascribed to them in the corresponding Sections of this Agreement listed below:
INDEX OF DEFINED TERMS ACA 25 Acquired Company Confidential Information 68 Acquisition Proposal 58 Additional Equity Financing 65 Additional Escrow Account 9 Additional Escrow Claim 72 Additional Escrow Payout Schedule 11 Adjustment Amount Payout Schedule 11 Adjustment Unit Escrow Account 9 Agreement 1 Allocation 68 Alternative Financing 62 Alternative Transaction 58 Base Balance Sheet 22 Business Combination 81 Cash Consideration Payout Schedule 11 Certificate of Merger 3 Class I Directors 59 Class II Directors 59 Class III Directors 59 Closing 3 Closing Adjustment Statement 13 Closing Date 3 Companies Laws 1 Company 1 Company Disclosure Schedule 19 Company Equity Holder Support Agreement 2 Company Non-Recourse Party 109 Company Sale 18 Company Securityholder Representative 1 Company Sponsor Director Support Agreement 2 Company Sponsor Stockholders Agreement 8 Company Sponsor Support Agreement 2 Company Support Agreements 2 control 84 controlled by 84 D&O Indemnitees 73 Debt Commitment Letter 40 Debt Financing 40 DGCL 1 DLLCA 1 Domestication 1 Earn Out Payout Schedule 11 Earned Earn Out Units 17 Effective Time 3 Enforcement Exceptions 20 Equity Consideration Payout Schedule 11 Estimated Closing Adjustment 13 Estimated Closing Adjustment Statement 13 Excess Amount 16 Exchange Agreement 7 Excluded Financing Expenses 64 Final Closing Adjustment 13 Final Closing Adjustment Statement 13 Financial Statements 22 Flow-Through Tax Item 69 Founder Stockholders Agreement 8 GAAP 13 Group 18 Intended Tax Treatment 68 IPO 81 IRS 25 Letter of Transmittal 12 Material Contracts 28 Material Permits 27 Merger 1 Merger Sub 1 Merger Sub Equity Holder Written Consent 1 Most Recent Balance Sheet Date 22 NCP Contingent Payment Escrow Account 9 NCP Contingent Payment Escrow Amount 9 NCP Contingent Payment Remaining Amount 16 NCP Contingent Payment Remaining Amount Payout Schedule 11 Objection Notice 14 Organization Agreement 7 Parent 1 Parent Class A Share Certificate 9 Parent Class A Shares 36 Parent Class B Share Certificate 9 Parent Class B Shares 36 Parent Common Stock 36 Parent Disclosure Schedule 35 Parent Equity Holder Meeting 55 Parent Financials 42 Parent Non-Recourse Party 110 Parent Related Party 44 Parent Sponsor Director Support Agreement 2 Parent Warrants 36 Parties 1 Party 1 Paying and Exchange Agent 12 Paying and Exchange Agent Agreement 12 Post-Closing Directors 59 Post-Closing Pubco Board 59 Prospectus 81 Proxy Statement 55 Public Certifications 42 Public Stockholders 81 Redemption 44 Registration Rights Agreement 7 Registration Statement 55 Remaining Amount 15 SEC Reports 42 Stock Price Earn-Out Statement 17 Stockholders Agreement 8 Surviving Company 1 Surviving Company Amended and Restated Limited Liability Company Agreement 3 Surviving Pubco 1 Surviving Pubco Bylaws 67 Surviving Pubco Charter 67 Surviving Pubco Class V Share Subscription Agreement 7 Surviving Pubco Plans 74 Surviving Pubco Public Warrants 2 Surviving Pubco Warrants 2 Tax Partnership Matters Tax Receivable Agreement 7 Top Merchant 32 Top Merchants 32 Top Vendor 32 Top Vendors 32 Transfer Taxes 69 Trust Account 81 Trust Agreement 44 Trustee 44 under common control with 84 Voting Matters 55 Waiver Agreement 2 Withdrawing Director 59