APPENDIX OF DEFINITIONS Sample Clauses

APPENDIX OF DEFINITIONS. The following definitions shall be applicable for purposes of the Agreement except as otherwise specifically provided to the contrary in the text of the Agreement.
Sample 1Sample 2Sample 3
APPENDIX OF DEFINITIONS. 30 -iii- EXHIBITS -------- Exhibit A Opinion of Counsel to Seller and the Stockholders Exhibit B Form of Xxxxxx Employment Agreement Exhibit C Form of Fish Employment Agreement Exhibit D Opinion of Counsel to MFI and Buyer SCHEDULES --------- Schedule 1.2 Excluded Assets Schedule 2.1(b) Purchase Price Allocations Schedule 2.3(e) Quarterly EBIT Targets Schedule 4.6 No Violation; Consents Schedule 4.8 Financial Information Schedule 4.9 Liabilities and Obligations Schedule 4.10 Absence of Certain Changes Schedule 4.11 Tax Returns and Reports Schedule 4.12 Title to and Condition of Assets Schedule 4.13 Real Estate and Leases Schedule 4.14 Contracts Schedule 4.15 Projects in Progress Schedule 4.16 Litigation Schedule 4.17 Bank Accounts, Guarantees and Powers Schedule 4.18 Insurance Schedule 4.19 Employee Matters Schedule 4.20 Employee Benefits Schedule 4.21 Patents, Trademarks and Licenses Schedule 4.22 Legal Compliance Schedule 4.23 Transactions with Affiliates Schedule 4.25 Customers -iv- ASSET PURCHASE AGREEMENT ------------------------
Sample 1
APPENDIX OF DEFINITIONS. 26 EXHIBITS Exhibit A Opinion of Counsel to Hanover and Sellers Exhibit B Form of Direct Marketing Services Agreement Exhibit C Opinion of Counsel to Buyer Exhibit D Rights and Preferences of Preferred Stock SCHEDULES Schedule 1.2 Excluded Assets Schedule 2.2 Purchase Price Allocations Schedule 4.1 Foreign Qualifications Schedule 4.3 No Violation; Consents Schedule 4.4 Financial Information Schedule 4.5 Liabilities and Obligations Schedule 4.6 Absence of Certain Changes Schedule 4.7 Tax Returns and Reports Schedule 4.8 Title to and Condition of Assets Schedule 4.9 Contracts Schedule 4.11 Litigation Schedule 4.13 Intellectual Property Schedule 4.14 Legal Compliance Schedule 4.15 Principal Suppliers Schedule 4.16 Membership Programs Schedule 4.17 Merchandise Returns ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT ("Agreement") is made and entered into as of August 19, 1999, by and among Euclid Logistics, Inc., an Illinois corporation ("Buyer"); Hanover Direct, Inc., a Delaware corporation ("Hanover"); Austxx Xxxdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Hanover ("AHI"); and The Austxx Xxxpany, a South Dakota corporation and an indirect wholly-owned subsidiary of Hanover ("TAC"). AHI and TAC are collectively referred to herein as the "Sellers". Capitalized terms used but not defined herein shall have the respective meanings set forth in the Appendix to Definitions attached hereto and made a part hereof.
Sample 1
APPENDIX OF DEFINITIONS. 33 -ii- EXHIBITS -------- Exhibit A Allocation of Purchase Price and Additional Purchase Price Exhibit B Quarterly EBIT Projections Exhibit C List of Employees Exhibit D Form of Opinion of Counsel to the Sellers and the Company Exhibit E Form of Employment Agreements Exhibit F Form of Opinion of Counsel to the Buyer DISCLOSURE SCHEDULES --------------------
Sample 1

Related to APPENDIX OF DEFINITIONS

  • 000 DEFINITIONS 6. 100 Maintenance shall be work performed for the repair, renovation, revamp and upkeep of property, machinery and equipment within the limits of the plant property.

  • Addition of Definitions With respect to the Senior Notes only, Section 1.01 of the Base Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):

  • Amendment of Definitions Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof.

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • SECTION I - DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed herein unless otherwise stated or reasonably required by the Agreement, and other forms of any defined words shall have a meaning parallel thereto.

  • Specific Definitions The following terms used in this Agreement shall have the following meanings:

  • 1Definitions As used in this Agreement, the following terms shall have the following definitions:

  • Scope and Definitions 1. The provisions of this Chapter shall apply to standards, technical regulations, and conformity assessment procedures as defined in the WTO TBT Agreement in so far as they affect trade covered by this Agreement. 2. For the purposes of this Chapter, the definitions used by the WTO TBT Agreement shall apply.

  • 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

  • Table of Definitions The following terms have the meaning set forth in the Sections referenced below: Definition Location 409A Authorities 4.12(c) Adverse Recommendation Change 6.4(d) Agreement Preamble Agreement of Merger 2.3 AJCA 4.12(c) BofA Xxxxxxx Xxxxx 4.21 Book-Entry Shares 3.3(b) Certificates 3.3(b) Closing 2.2 Closing Date 2.2 Company Preamble Company Board 4.3 Company Bylaws 4.1(b) Company Charter 4.1(b) Company Disclosure Letter Article IV Company Employee 6.8(a) Company Plans 4.12(a) Company Registered IP 4.19(a) Company RSU 3.2(b) Company SEC Documents 4.6(a) Company Shareholder Approval 4.3 Company Shareholders Meeting 6.5(b) Company Stock Option 3.2(a) Company Stock Plans 3.2(a) Continuing Employee 6.8(a) Dissenting Shares 3.5 DTC 3.3(c) DTC Payment 3.3(c) Effective Time 2.3 ERISA 4.12(a) GAAP 4.6(c) Indemnified Parties 6.11(a) Intellectual Property Right 4.19(c) Intervening Event 6.4(d) Material Contract 4.15(a) Merger Recitals Merger Consideration 3.1(a) Merger Sub Preamble Nonqualified Deferred Compensation Plan 4.12(c) Notice of Intervening Event 6.4(e) Notice of Superior Proposal 6.4(e) Notice Period 6.4(e) Parent Preamble Parent Compensation Committee 3.2(a) Parent Plan 6.8(b) Parent Termination Fee 8.3(c) Paying Agent 3.3(a) Payment Fund 3.3(a) PBGC 4.12(b)(iii) Permits 4.11 Preferred Stock 4.2(a) Proxy Statement 4.8 Shares 3.1(a) Surviving Corporation 2.1 Surviving Corporation Articles 2.5(a) Takeover Laws 6.9 Termination Date 8.1(b)(i) Termination Fee 8.3(b)