Certain Additional Defined Terms. In addition to such terms -------------------------------- as are defined in the opening paragraph and in Section 1.1 of this Agreement, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:
Certain Additional Defined Terms. In addition to such terms as are defined in Section 8.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:
Certain Additional Defined Terms. In addition to the following defined terms and terms defined elsewhere herein, when used in the Agreement, terms with initial capital letters have the meaning given such term under the Plan, as in effect from time to time.
Certain Additional Defined Terms. In addition to such terms as are defined in the preamble to this Agreement and in Section 14.1, the following terms are used in this Agreement as defined in the Articles or Sections set forth opposite such terms: Accounting Dispute Section 2.3(c) Accounting Referee Section 2.3(c) Adjusted Purchase Price Section 2.1 Allocated Value Section 8.1(c)(i) Assignment Section 9.1(f) Buyer’s Environmental Consultant Section 8.2(a) Buyer’s Environmental Review Section 8.2(a) Buyer’s Losses Section 11.2 Buyer’s Title Review Section 8.1(a) Closing Article III Closing Date Article III Cure Period Section 8.4(c) Defect Dispute Section 8.3 Defects Escrow Section 8.4(c) Defects Escrow Agent Section 8.4(c) Defects Escrow Agreement Section 8.4(c) Defensible Title Section 8.1(d)(i) Deposit Section 2.4(a) Environmental Defect Section 8.2(e)(i) Environmental Defect Notice Section 8.2(c) Environmental Defect Value Section 8.2(e)(ii) Environmental Information Section 8.2(b) Examination Period Section 8.1(a) Excluded Assets Section 1.2 Indemnified Party Section 11.5 Indemnifying Party Section 11.5 Independent Expert Section 8.3 Notice Period Section 11.5 Oil and Gas Properties Section 1.1 Permitted Encumbrances Section 8.1(d)(ii) Post-Closing Defect Section 8.4(c) Properties Section 1.1 Purchase Price Section 2.1 Records Section 1.1(f) Remedies for Title Defects Section 8.1(b) Request Date Section 2.3(c) Rules Section 8.3 Scheduled Production Sales Contracts Section 4.9 Sellers’ Losses Section 11.3 Suspended Proceeds Section 7.11 Survival Date Section 11.2(b) Title Defect Section 8.1(d)(iii) Title Defect Amount Section 8.1(c) Title Defect Notice Section 8.1(b) Title Defect Property Section 8.1(b)
Certain Additional Defined Terms. In addition to such terms as are defined in Section 10.1, the following terms are used in this Agreement as defined in the Sections of this Agreement referenced opposite such terms:
Certain Additional Defined Terms. The following terms are defined in the Sections or subsections referenced opposite such terms: “Agent” Preamble “Assignee” 11.13 “Borrower” Preamble “Claims” 11.10 “Collateral” 3.1 “Confidential Information” 11.12 “End of Term Charge” 2.5 “Event of Default” 9 “Financial Statements” 7.1 “Lenders” Preamble “Maximum Rate” 2.2 “Performance Covenant Cure” 7.20 “Prepayment Charge” 2.4 “Publicity Materials” 11.18 “Register” 11.7 “Rights to Payment” 1.1 “SBA” 7.16 “SBIC” 7.16 “SBIC Act” 7.16 Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the...
Certain Additional Defined Terms. 15 Article II. Merger17 Section 2.1.The Merger 17 Section 2.2.Closing 17 Section 2.3.Effective Time of the Merger 17 Section 2.4.Effect of the Merger 18 Section 2.5.Further Actions 18 Section 2.6.Organizational Documents 18 Section 2.7.Officers 18 Article III. Conversion of Membership Interests18 Section 3.1.Merger Consideration. 18 Section 3.2.Payment of the Preliminary Merger Consideration 19 Section 3.3.Closing Obligations of the Company 19 Section 3.4.Closing Obligations of Buyer 20 Section 3.5.Allocation of Merger Consideration Among Members 21 Article IV. Representations and Warranties Relating to the Company and the Company Subsidiaries21 Section 4.1.Organization and Standing 21 Section 4.2.Governing Documents 21 Section 0.0.Xxxxxxx Structure 22 Section 4.4.Power and Authority 22 Section 4.5.Valid and Binding Agreement 22 Section 4.6.Non-Contravention 23 Section 4.7.Approvals 23 Section 4.8.Subsidiaries; Investments 23 Section 4.9.Pending Proceedings; Orders 24 Section 4.10.Compliance with Laws; Permits 24 Section 4.11.Taxes 25 Section 4.12.Contracts 26 Section 4.13.Regulatory Matters 29 Section 4.14.Environmental Matters 29 Section 4.15.Pipeline and Facilities 30 Section 4.16.Real Property. 31 Section 4.17.Intellectual Property 32 Section 4.18.Bankruptcy 33 Section 0.00.Xxxxxxx Commitments 33 Section 0.00.Xxxxxxxxx Advisors 33 Section 0.00.Xxxxxxxxx 33 Section 4.22.Sufficiency of Properties 34 Section 0.00.Xxxxxxxxx Statements 34 Section 4.24.Employees and Employee Benefit Plans 34
Certain Additional Defined Terms. 8 Section 1.3. References, Titles and Construction................................. 9
Certain Additional Defined Terms. In addition to such terms as are defined in Section 8.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference Agreement Introduction Closing Section 1.2 Closing Date Section 1.2 Common Units Recitals Confidential Information Section 4.1 Contributor Introduction Contributor’s Indemnified Parties Section 6.2(b) Contributor Properties Recitals Contributor Units Section 1.3(a) DSD Agreement Recitals Effective Time Section 1.2 Exchange Agent Section 1.3(a) Excluded Losses Section 6.2(a) Loss Section 6.2(a) Participants Recitals Participation Agreement Recitals Participation Percentage Recitals Partnership Introduction Partnership Audited Financial Statements Section 2.7 Partnership-Entitled Production and Proceeds Section 5.1 Partnership Financial Statements Section 2.7 Partnership GP Section 2.3(a) Partnership Indemnified Parties Section 6.2(a) Partnership Latest Balance Sheet Section 2.7 Partnership Unaudited Financial Statements Section 2.7 Properties Section 1.1 Registration Statement Section 2.14 Representatives Section 4.1 SEC Section 2.13 SEC Filings Section 2.13 Tax Treatment Section 1.7 Third Party Claim Section 6.3(b) Transfer Section 1.1
Certain Additional Defined Terms. 40 10.3 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 -iv- 6 LIST OF SCHEDULES AND EXHIBITS TO AGREEMENT Schedule 3.1(a) - State of Incorporation and Foreign Qualification Schedule 3.1(b) - Ownership of Stock Schedule 3.1(c) - Consents and Approvals Schedule 3.1(d) - Financial Information Schedule 3.1(e) - Liens and Encumbrances Schedule 3.1(f) - Properties, Contracts, Permits and Other Data Schedule 3.1(h) - Accounts Receivable; Inventory Schedule 3.1(i) - Legal Proceedings Schedule 3.1(j) - Insurance Schedule 3.1(k) - Intellectual Property Schedule 3.1(l) - Conduct of Business in Compliance with Regulatory and Contractual Requirements Schedule 3.1(n) - Environmental Compliance Schedule 3.1(o) - Books and Records Schedule 3.1(p) - Taxes Schedule 3.1(q) - Additional Information Schedule 3.1(r) - Labor Matters Schedule 3.1(s) - Employee Benefit Plans Schedule 3.1(t) - Affiliate Transactions Schedule 3.1(w) - Vessels Schedule 3.1(x) - Customers Schedule 3.2(c) - Buyer Consents
