Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm Section 2.7(c)(iv) Agreement Preamble Budget Commitment Section 2.8(b) Certificate of Merger Section 2.4 CGCL Section 3.2(a) Change in the Company Recommendation Section 6.4(b) Claim Certificate Section 9.4(a) Claim Dispute Notice Section 9.4(b) Closing Section 2.3 Closing Date Section 2.3 Closing Date Schedule Section 2.7(b) Company Preamble Company Board of Directors Section 4.2(a) Company Board Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(ii) Company Disclosure Schedule Article IV Company Financial Statements Section 4.5(a) Company Indemnified Parties Section 6.6(a) Company Material Contract(s) Section 4.14(a) Company Stockholder Approval Recitals Consideration Spreadsheet Section 6.12 Continuing Employee Section 6.13(a) Determination Section 2.7(c)(iv) Dispute Notice Section 2.7(c)(ii) Dissenting Shares Section 3.2(a) Effective Time Section 2.4 Effectiveness Period Section 2.9(d) Employee Options Payment Amount Section 3.1(a)(iii) Enforceability Exceptions Section 4.2(a) Equityholders Representative Recitals Estimated Closing Debt Section 2.7(a) Estimated Net Working Capital Amount Section 2.7(a) Estimated Net Working Capital Deficit Section 2.7(a) Estimated Net Working Capital Surplus Section 2.7(a) Estimated Unpaid Company Transaction Expenses Section 2.7(a) Excess Payment Section 2.7(d)(ii) Expiration Date Section 9.1 FCPA Section 4.22(a) Holder of Registrable Securities Section 2.9(g) Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.10 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property Section 4.15 Letter of Transmittal Section 3.1(b)(i) Liens Section 4.11(e) Major Suppliers Section 4.23 Material Product and Trial Information Section 4.21(g) Merger Recitals Term Section Merger Sub Preamble New Plans Section 6.13(b) 6.13(b) Non-Competition and Non-Solicitation Agreements Recitals Non-Solicitation Agreement Recitals Offer Letter Recitals Option Cancellation Agreement Section 3.1(a)(iii) Option Consideration Section 2.6(d)(i) Option Payment Section 2.6(d)(i) Option Shares Section 2.6(d)(i) Optionholder Section 2.6(d)(i) Optionholder Deliverables Section 3.1(b)(ii)B Options Payment Amount Section 2.6(d)(i) Outside Date Section 8.1(d) Parent Preamble Parent Acquisition Section 2.8(c)(ii) Parent Disclosure Schedule Article V Parent Prepared Returns Section 6.8
Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."
Environmental Definitions The following terms, as used herein, have the following meanings:
Rules and Procedures Such arbitration shall be administered by JAMS/Endispute, Inc., a Delaware corporation and national dispute resolution company (“JAMS”), pursuant to (i) the JAMS Streamlined Arbitration Rules and Procedures, if the amount in controversy is $250,000 or less, or (ii) the JAMS Comprehensive Arbitration Rules and Procedures, if the amount in controversy exceeds $250,000 (each, as applicable, the “Rules”). The making, validity, construction, and interpretation of this Section 11.9, and all procedural aspects of the arbitration conducted pursuant hereto, shall be decided by the arbitrator(s). For purposes of this Section 11.9, “amount in controversy” means the stated amount of the claim, not including interest or attorneys’ fees, plus the stated amount of any counterclaim, not including interest or attorneys’ fees. If the claim or counterclaim seeks a form of relief other than damages, such as injunctive or declaratory relief, it shall be treated as if the amount in controversy exceeds $250,000, unless all parties to the Dispute otherwise agree.
Additional Definitions The following terms have the meanings given below:
Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------
Purchase Agreement; Arbitration of Disputes By executing this Agreement, each party agrees to be bound by the terms, conditions and general provisions of the Purchase Agreement and the other Transaction Documents, including without limitation the Arbitration Provisions (as defined in the Purchase Agreement) set forth as an exhibit to the Purchase Agreement.
Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:
Review and Procedure Limitations The Asset Representations Reviewer will have no obligation (i) to determine whether a Delinquency Trigger has occurred, (ii) to determine whether the required percentage of Noteholders has voted to direct a Review, (iii) to determine which Receivables are subject to a Review, (iv) to obtain or confirm the validity of the Review Materials, (v) to obtain missing or insufficient Review Materials (except to the extent set forth in Section 3.04), or (vi) to take any action or cause any other party to take any action under any of the Basic Documents to enforce any remedies for breaches of any Eligible Representations. The Asset Representations Reviewer will only be required to perform the Tests provided in Exhibit A and will have no obligation to perform additional testing procedures on any ARR Receivables or to consider any additional information provided by any party. The Asset Representations Reviewer will have no obligation to provide reporting or information in addition to that described in Section 3.07. However, the Asset Representations Reviewer may review and report on additional information that it determines in good faith to be material to its performance under this ARR Agreement and may re-perform a Review with respect to an ARR Receivable as contemplated by Section 3.09. The Issuing Entity expressly agrees that the Asset Representations Reviewer is not advising the Issuing Entity or any Noteholder or any investor or future investor concerning the suitability of the Notes or any investment strategy. The Issuing Entity expressly acknowledges and agrees that the Asset Representations Reviewer is not an expert in accounting, tax, regulatory, or legal matters, and that the Asset Representations Reviewer is not providing legal advice as to any matter.
Termination Procedures If Parent wishes to terminate this Agreement pursuant to Section 8.1(a) or Section 8.1(c), Parent shall deliver to the Company a written notice stating that Parent is terminating this Agreement and setting forth a brief description of the basis on which Parent is terminating this Agreement. If the Company wishes to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(d), the Company shall deliver to Parent a written notice stating that the Company is terminating this Agreement and setting forth a brief description of the basis on which the Company is terminating this Agreement.
