Certain Article XI Definitions Sample Clauses

Certain Article XI Definitions. For purposes of this Article XI, (a) "Transferred Environmental Assets" shall mean (i) theTransferred Assets, (ii) all other Assets, whether or not currently owned by Conoco, DuPont, any of their respective Subsidiaries or Affiliates or any predecessors thereof, formerly owned by the Conoco Group or used in the operation or conduct of the Conoco Business, (iii) all Assets of Conoco and its Subsidiaries acquired from and after the Effective Date or used in the operation or conduct of the Transferred Business from and after the Effective Date, and (iv) all Assets and businesses listed on Schedule
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Certain Article XI Definitions. For purposes of this Article XI, (a) "Transferred Environmental Assets" shall mean (i) the Transferred Assets, (ii) all other Assets, whether or not currently owned by Conoco, DuPont, any of their respective Subsidiaries or Affiliates or any predecessors thereof, formerly owned by the Conoco Group or used in the operation or conduct of the Conoco Business, (iii) all Assets of Conoco and its Subsidiaries acquired from and after the Effective Date or used in the operation or conduct of the Transferred Business from and after the Effective Date, and (iv) all Assets and businesses listed on Schedule 11.1(a); and (b) "Retained Environmental Assets" shall mean (i) the Assets of DuPont and the Retained Subsidiaries, other than the Transferred Assets, following the consummation of the Restructuring and the transactions contemplated by Section 2.2 hereof, (ii) all other Assets, not currently owned by DuPont, any of its Subsidiaries or Affiliates or any predecessors thereof, formerly owned by DuPont or used in the operation or conduct of the DuPont Business, (iii) all Assets of DuPont and the Retained Subsidiaries acquired from and after the Effective Date or used in the operation or conduct of the Retained Business from and after the Effective Date, and (iv) the Assets and businesses listed on Schedule 11.1(b), but in the case of (b)(i), (b)(ii) and (b)(iii) above, excluding all Transferred Environmental Assets.

Related to Certain Article XI Definitions

  • ARTICLE I DEFINITIONS 1 SECTION 1.01.

  • 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

  • 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 ------------ -----------------

  • Certain Definitions For purposes of this Agreement, the following terms have the meanings indicated:

  • Other Definitional Provisions (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

  • Incorporation of Certain Definitions by Reference Each capitalized term used herein and not otherwise defined herein shall have the meaning provided therefor (including by incorporation by reference) in the Related Documents.

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:

  • Other Definitional Provisions and Rules of Construction A. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.

  • Definitional Provisions (a) The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

  • Amendments to Section 1: Definitions A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:

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