Buyer Preamble Buyer Ancillary Documents 5.1 Buyer Covered Losses 11.3(a) Buyer Fundamental Representations 11.1 Buyer Indemnified Parties 11.2(a) Buyer Portion 6.3(g)(ii) Buyer’s Report 2.3(c) Buyer Tax Returns 6.3(c)(i) Claim Notice 11.3(a) Closing 2.5 Closing Date 2.5 COBRA 4.12(c) Commercial Services Agreement 9.1(g) Company Recitals Company Ancillary Documents 4.1 Company Confidential Information 6.4(b) Company Employee 4.11(a) Company Independent Contractor 4.11(b) Company Plans 4.12(a) Confidential Information 6.4(c) Confidentiality Agreement 6.4 Consent 6.7 Consent Solicitation 6.12(a) Consent Solicitation Documents 6.12(a) Continuing Employee 6.8(b) Covered Matters 12.8(a) Covered Tax Contest 6.3(g) Cure Period 10.2 Data Room 12.10 Dispute Notice 2.3(c) Divisive Merger Recitals D&O Indemnified Persons 6.10(a) D&O Tail Policy 6.10(b) Estimated Closing Balance Sheet 2.3(b) Estimated Closing Cash 2.3(b) Estimated Closing Indebtedness 2.3(b) Estimated Closing Net Working Capital 2.3(b) Estimated Closing Unpaid Transaction Expenses 2.3(b) Estimated Purchase Price 2.3(b) Estimated Purchase Price Components 2.3(b) Estimated Short-Term Operating Lease Amount 2.3(b) Excluded Entity Recitals Excluded Subsidiaries 4.1 Expiration Date 11.1 FCPA 4.14(e) Final Allocation 2.4(a) Final Purchase Price 2.3(d) Financial Statements 4.16(a) Guarantor Recitals Guaranty Recitals Indemnified Party 11.3(a) Indemnifying Party 11.3(a) Insurance Policies 4.13 Interim Financial Statements 4.16(a) Invoice Date 6.8(f) IP License Agreement 9.1(f) Losses 11.2(a) Material Company Contracts 4.8(a) Material Customer 4.21(a) Material Real Property Leases 4.7(b) Material Vendor 4.21(b) Membership Interest Assignment Agreement 9.1(a) Membership Interests Recitals Money Laundering Laws 4.14(f) Non-Covered Tax Contest 6.3(g) Non-Party Affiliates 12.11 Notice Period 11.3(b) Other Real Property Agreements 4.7(c) Payments Schedule 2.2(b) Payoff Letters 2.2(b)(ii) Permits 4.14(a) Pre-Closing Restructuring Transactions Recitals Pre-Closing Tax Refund 6.3(i) Pre-Closing Tax Returns 6.3(b) Preliminary Report 2.3(b) Privacy Laws 4.10(d) Purchase Price 2.2(a) Real Property Interests 4.7(c) Real Property Leases 4.7(b) Related Party 4.19 Required Financial Statements 6.11(a) Replacement Contracts 6.2(d) Replacement Services 6.2(d) Representatives 6.9 Sanctions 4.14(g) Seller Preamble Seller Ancillary Documents 3.1 Shared Contract 6.2(d) Seller Confidential Information 6.4(c) Seller Covered Losses 11.3(a) Seller Fundamental Representations 11.1 Seller Indemnified Parties 11.2(b) Seller Portion 6.3(g)(ii) Sprint Communications Preamble Straddle Period Returns 6.3(c)(i) Solvent 5.7 Supplemental Indentures 6.12(a) Tax Contests 6.3(e) Termination Date 10.1(e) Transfer Taxes 6.3(f) Transition Services Agreement 9.1(e)
MODEL PREAMBLES The tenderer is referred to the "Model Preambles for Trades 2008" for supplementary and comprehensive expansion of descriptions, appropriate provision for which shall be deemed to have been included in all relevant rates Proprietary products shall be used as specified. Substitute products of similar quality and specification may only be used with prior approval by the Principal Agent. The material to be excavated is assumed to be predominantly of a composition that will allow excavation in "earth" as specified, but including a percentage of excavation in "soft rock" and "hard rock". Descriptions of carting away of excavated material shall be deemed to include loading excavated material onto trucks directly from the excavations, or alternatively, from stock piles situated on the building site.
Agreement Preamble Ancillary Agreements Section 4.4(a) Associate Section 8.11 Business Recitals CFC Section 4.17(f) Closing Section 3.1 Closing Date Section 3.1 Code Section 4.17(f) Company Preamble Company Intellectual Property Section 4.8(a) Company Owned Intellectual Property Section 4.8(b) Consideration Shares Section 2.2 Constitutional Documents Section 4.4(a) Conversion Shares Section 2.5 Disclosure Schedule Section 4 Domestic Company Preamble Equity Value of the Company Section 2.3(i) FCPA Section 4.19 HKIAC Section 9.17(b) HK Subsidiary Preamble Indemnitee Section 9.1(a) Indemnifiable Loss Section 9.1(a) Investor Preamble Investor’s Partners Section 8.17(b) Key Employee Section 4.22 Key Holders Preamble Lease Section 4.7(b) Licenses Section 4.8(e) Management Founder Preamble Management Founder Holdco Preamble Market Capitalization of Xunlei Section 2.3(ii) Material Adverse Effect Section 4.1 Material Contract Section 4.9 OFAC Section 4.18(a) OFAC Sanctions Section 4.18(a) OFAC Sanctioned Person Section 4.18(b) Ordinary Shares Section 2.5 Personal Information Section 4.30 PFIC Section 4.17(g) Public Software Section 4.8(g) Purchased Shares Section 2.1 Restriction Period Section 8.11 Restricted Share Agreement Section 6.1(f) SDN List Section 4.18(b) Secretary Section 4.18(a) Series D Investor(s) Recitals Series D Preferred Shares Recitals Series D Special Redemption Section 8.24 Series D Special Redemption Shareholder Section 8.24 Special Redemption Consideration Shares Section 8.24 Special Redemption Price Section 8.24 Subpart F Income Section 8.17(b) Transaction Documents Section 4.4(a) UNCITRAL Rules Section 9.16(b) United States Person Section 4.18(c) WFOE Preamble Xunlei Group Section 8.5(b)
PRELIMINARY RECITALS Executive’s employment with the Company has terminated.
PREAMBLES The preambles to this Agreement are a part of the agreement of the parties as set forth in this Agreement and shall be binding upon the parties in accordance with their terms.
Terms Defined in Loan Agreement All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.
Existing Definitions Section 1.2 of the Credit Agreement is hereby amended as follows:
PREAMBLE The parties agree that this article constitutes the method and procedure for a final and conclusive settlement of any dispute (hereinafter referred to as "the grievance") respecting the interpretation, application, operation or alleged violation of this Collective Agreement, including a question as to whether a matter is arbitrable.
Preamble and Definitions 1.1 The preamble to this Agreement constitutes an integral part of this Agreement, as do the terms of the Plan. 1.2 Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Plan.
Credit Agreement Definitions Unless otherwise defined herein or the context otherwise requires, terms used in this Pledge Agreement, including its preamble and recitals, have the meanings provided in the Credit Agreement.