Certain Definitions 1 Sample Clauses

Certain Definitions 1. Section 1.1. Certain Definitions 1 Section 1.2. Interpretation 13 ARTICLE II PURCHASE AND SALE 13 Section 2.1. Agreement to Sell and Purchase 13 Section 2.2. Closing Date Consideration 14 Section 2.3. Purchase Price Adjustment 14 Section 2.4. Deferred Consideration 16 Section 2.5. Contingency Consideration 17 Section 2.6. Code Section 483 18 ARTICLE III CLOSING 18 Section 3.1. Closing 18 Section 3.2. Deliveries and Proceedings at Closing 19 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 19 Section 4.1. Organization and Qualification; Subsidiaries 19 Section 4.2. Authorization 20 Section 4.3. No Conflict 20 Section 4.4. Consents 21 Section 4.5. Capitalization 21 Section 4.6. Financial Statements 21 Section 4.7. Absence of Certain Changes or Events 22 Section 4.8. Title 24 Section 4.9. Owned Real Property 24 Section 4.10. Leases 24 Section 4.11. Working Capital Assets 25 Section 4.12. Intellectual Property 25 Section 4.13. Contracts 27 Section 4.14. Litigation 29 Section 4.15. Compliance with Laws 29 Section 4.16. Environmental Matters 29 Section 4.17. Employee Benefit Matters 30 Section 4.18. Taxes 32 Section 4.19. Employee Relations 35 Section 4.20. Insurance 36 Section 4.21. Brokers 36 Section 4.22. Employment Contracts; Compensation Arrangements; Officers and Managers 37 Section 4.23. Customers 37 Section 4.24. Payoff Letters 37 Section 4.25. No Other Representations or Warranties 38 ARTICLE V REPRESENTATIONS AND WARRANTIES OF JETPAY 38 Section 5.1. Organization 38 Section 5.2. Authorization 38 Section 5.3. No Conflict 38 Section 5.4. Consents 39 Section 5.5. Brokers 39 Section 5.6. SEC Filings 39 Section 5.7. Capitalization 39 Section 5.8. Litigation 40 Section 5.9. NASDAQ Listing 40 Section 5.10. No Other Representations or Warranties 41 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF THE SELLERS 41 Section 6.1. Title 41 Section 6.2. Authorization 41 Section 6.3. Litigation 41 Section 6.4. Investment Status 41 Section 6.5. JetPay Common Stock 42 ARTICLE VII COVENANTS AND AGREEMENTS 42 Section 7.1. Further Assurances 42 Section 7.2. Public Announcements 43 Section 7.3. Consents and Waivers 43 Section 7.4. Post-Closing Obligations of JetPay and the Company 44 Section 7.5. Form 8-K Filings 44 Section 7.6. Non-competition; Non-solicitation 45 Section 7.7. Tax Matters 46 Section 7.8. Registration Rights 49
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Certain Definitions 1. Section 1.1 Certain Definitions 1 Section 1.2 Cross-Reference of Other Definitions 12
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Certain Definitions 1. 1 In this Agreement, including in the Schedules, Exhibits and Annexes attached hereto and in the Annexes to such Schedules (if any), the following capitalized terms shall have the following respective meanings: Accounting Principles means in respect of the Company, the accounting principles provided for under the applicable provisions of Italian law as well as the accounting principles prepared by the Xxxxxxxxx Nazionale dei Dottori Commercialisti e degli Esperti Contabili and the Organismo Italiano di Contabilità (OIC), in each case consistently applied throughout the periods involved. Action means any action, notice, claim, complaint, charge, writ, dispute, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative, judicial or regulatory), or any appeal therefrom. Affiliate means, with respect to any Person, any individual, corporation, partnership, limited liability company, joint stock company, joint venture, association, foundation (“fondazione”), trust or other entity or organization directly or indirectly (x) controlling, controlled by or under common control with such Person (it being understood that, for the purposes of this definition, the notion of control shall be interpreted in accordance with Article 2359, paragraph 1 no. 1 and 2, of the Code) or (y) subject to a relevant influence of such Person pursuant to Article 2359, paragraph 3, of the Code. Agents shall have the meaning set forth in Section 8.17(i) of this Agreement. Aggregate Price means an amount equal to (i) the Base Cash Price, minus (ii) the amount (if any) by which the Closing Date Net Working Capital is less than the Target Net Working Capital, plus (iii) the amount (if any) by which the Closing Date Net Working Capital exceeds the Target Net Working Capital Amount, plus (iv) the Closing Date Cash, minus (v) the Closing Date Debt, minus (vi) the Closing Date Transaction Expenses (if any). Aggregate Price Allocation means the percentages of allocation of the Estimated Aggregate Price, the Provisional Purchase Price Amount and the Aggregate Price, as applicable, among the Sellers as set forth in Schedule A, which, as agreed among the Sellers, reflects an exit ratchet mechanism in favor of certain Sellers and shall also apply to any adjustments to the Estimated Aggregate Price and the Provisional Purchase Price Amount or any payment of the Purchase Price Holdback Amount to the Sellers pursuant to Article 7 (if any). 3 Aggreg...
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Certain Definitions 1. Section 1.1
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Certain Definitions 1. 1.1 Certain Definitions 1 1.2 Accounting Terms 13 2.1 Purchase and Sale of Assets 13 2.2 Assumption of Liabilities 14 2.3 Purchase Price 14 2.4 Calculation of Loans to be Transferred 15
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Certain Definitions 1. 1.1 Certain Definitions 1 1.2 Accounting Terms 13
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Certain Definitions 1 
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Related to Certain Definitions 1

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

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

  • DEFINITIONS 1 SECTION 1.1 “Affiliate” 1 SECTION 1.2 “Agent” 1 SECTION 1.3 “American Depositary Share(s)” and “ADS(s)” 2 SECTION 1.4 “Article” 2 SECTION 1.5 “Articles of Association” 2 SECTION 1.6 “ADS Record Date” 2 SECTION 1.7 “Beneficial Owner” 2 SECTION 1.8 “Business Day” 2 SECTION 1.9 “Commission” 2 SECTION 1.10 “Company” 2 SECTION 1.11 “Corporate Trust Office” 2 SECTION 1.12 “Custodian” 2

  • Captions: Certain Definitions The captions of the various sections and paragraphs of this Agreement have been inserted only for the purposes of convenience; such captions are not a part of this Agreement and shall not be deemed in any manner to modify, explain, enlarge or restrict any of the provisions of this Agreement. As used in this Agreement the term “person” shall mean and include an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof.

  • Certain Definitions; Interpretation (a) For purposes of this Agreement, the following terms shall have the following 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.

  • ARTICLE I DEFINITIONS 1 SECTION 1.01.

  • 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.

  • 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.

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

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