Construction of Defined Terms Sample Clauses

Construction of Defined Terms. As appropriate, the singular number shall include the plural and the plural shall include the singular.
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Construction of Defined Terms. Except as otherwise expressly provided, as used in Article 1 of this Agreement, Accounts Payable, Accounts Receivable, Cash, Indebtedness, Inventory, Other Current Assets and Working Capital of the Acquired Companies will mean the amounts determined in accordance GAAP, provided that the audited financial statements are audited in accordance with US Public Company Accounting Oversight Board principles, consistent with the Acquired Companies’ past practices.
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Construction of Defined Terms. 55 Section 7.2. Disclaimer of Representations and Warranties and Information in Data Xxxx 00 Section 7.3. Confidentiality 57 Section 7.4. Public Announcements 57 Section 7.5. Entire Agreement; Amendment; Waiver 57 Section 7.6. Expenses 58 Section 7.7. Governing Law; Arbitration 58 Section 7.8. Judicial Proceedings; Waiver of Jury Trial 59 Section 7.9. Further Assurances 59 Section 7.10. Assignment 59 Section 7.11. Notices 60 Section 7.12. Counterparts and Facsimile Signatures 60 Section 7.13. Headings 61 Section 7.14. Severability 61 Section 7.15. No Third Party Rights 61 Section 7.16. Release 61 Section 7.17. Specific Performance 61 Section 7.18. Waiver of Conflicts 62 Section 7.19. Construction 62 Section 7.20. Computation of Time 62 Section 7.21. Guaranty 62
Sample 1
Construction of Defined Terms. Except as otherwise expressly provided, as used in Article 1 of this Agreement, Accounts Payable, Accounts Receivable, Cash, Indebtedness, Inventory, Other Current Assets and Working Capital of the Acquired Companies will mean the amounts determined without giving effect to the Pre-Closing Restructuring and in accordance with IFRS consistent with the Acquired Companies’ past practices; provided, however, that if any methodology set forth in Exhibit C for determining any of the foregoing is inconsistent with IFRS, then such methodology set forth in Exhibit C will control.‌
Sample 1
Construction of Defined Terms. As used in this Agreement, Accounts Payable, Accounts Receivable, Accrued Liabilities, Indebtedness, Inventory, and Other Current Assets of the Corporation and the adjustments based thereon shall mean the amounts determined in accordance with GAAP, except as expressly modified by the applicable definition.
Sample 1
Construction of Defined Terms. Except as otherwise expressly provided, as used in Article 1 of this Agreement, Accounts Payable, Accounts Receivable, Accrued Liabilities, Cash, Indebtedness, Inventory, Other Current Assets and Working Capital of the Company will mean the amounts determined in accordance with IFRS.‌
Sample 1
Construction of Defined Terms. Except as otherwise expressly provided, as used in Article 1 of this Agreement, Accounts Payable, Accounts Receivable, Cash, Indebtedness, Inventory, Other Current Assets and Working Capital of the Companies will mean‌ the amounts determined without giving effect to the Pre-Closing Restructuring and in accordance with IFRS consistent with the Companies’ past practices; provided, however, that if any methodology set forth in Exhibit B for determining any of the foregoing is inconsistent with IFRS, then such methodology set forth in Exhibit B will control.
Sample 1
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Construction of Defined Terms a. Unless the context otherwise requires, as used in this Agreement: (i) an accounting term not otherwise defined herein has the meaning ascribed to it in accordance with or IFRS; (ii) “or” is not exclusive; (iii) “including” and its variants mean “including, without limitation” and its variants; (iv) words defined in the singular have the parallel meaning in the plural and vice versa; (v) words of one gender shall be construed to apply to each gender; (vi) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; and (vii) the terms “Article”, “Section”, “Exhibit” and “Schedule” refer to the specified Article, Section, Exhibit or Schedule of or to this Agreement. b. A reference to any Person includes such Person’s successors and permitted assigns. c. Any reference to “days” means calendar days unless Business Days are expressly specified. d. Any reference to “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including,” respectively. e. The Schedules and Exhibits to this Agreement are incorporated herein by reference and made a part hereof for all purposes. f. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. g. Any references to “dollars” or “$” means dollars of the United States of America, unless expressly specified otherwise.
Sample 1

Related to Construction of Defined Terms

  • Addition of Definitions With respect to the Senior Notes only, Section 1.01 of the Base Indenture is amended to include the following definitions (which shall be deemed to arise in Section 1.01 in their proper alphabetical order):

  • Incorporation of defined terms (a) Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement. (b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.

  • Use of Defined Terms Unless otherwise defined or the context otherwise requires, terms for which meanings are provided in this Agreement shall have such meanings when used in each other Loan Document and the Disclosure Schedule.

  • INDEX OF DEFINED TERMS 15Ga-1 Notice 21 Accountant’s Due Diligence Report 16 Affected Loan(s) 19 Agreement 1 Bank of America Lender Successor Borrower Right 22 Xxxx of Sale 2 Certificate Administrator 1 Certificate Purchase Agreement 1 Certificates 1 Closing Date 2 Collateral Information 11 Crossed Mortgage Loans 18 Cure Request 17 Custodian 1 Defective Mortgage Loan 18 Dispute 21 Final Judicial Determination 21 Final Memorandum 2 Indemnification Agreement 14 Initial Purchasers 1 Master Servicer 1 Material Breach 17 Material Document Defect 17 Mortgage File 3 Mortgage Loan Schedule 2 Mortgage Loans 1 Mortgage Note 1 Mortgagor 1 MOU 27 Officer’s Certificate 7 Other Mortgage Loans 1 Pooling and Servicing Agreement 1 Preliminary Memorandum 2 Private Certificates 1 Prospectus Supplement 2 Public Certificates 1 Purchaser 1 Repurchase Request 21 Seller 1 Seller Reporting Information 14 Seller’s Information 14 Special Servicer 1 Trust 1 Trust Advisor 1 Trustee 1 UCC 5 Underwriters 1 Underwriting Agreement 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 0000, xxxxxxx Xxxx xx Xxxxxxx, National Association (“Seller”) and Xxxxxx Xxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Xxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, CIBC World Markets Corp. and Xxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class X-B, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Xxxxxx Xxxxxxx & Co. LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Seller and Purchaser hereby agree as follows:

  • Glossary of Defined Terms The location of the definition of each capitalized term used herein is set forth in this Glossary: A&R Rev LLC Agreement 2 Agreement 1 Board X-0 Xxxx XXX 0 Xxxx XXX Xxxx Contribution Amount 1 Bolt AIV Instrument of Contribution and Issuance A-1 Bolt AIV Rev Units 1 Bolt Energy 1 Bolt Energy Assignment Agreement A-1 Bolt Energy Cash Contribution Amount 1 Bolt Energy Contributed Assets 1 Bolt Energy Contributed Interests 1 Bolt Energy Contributor Subsidiary A-1 Bolt Energy Investment 1 Bolt Energy Management 1 Bolt Energy Rev Units 1 Business Day A-1 Casualty Event 10 Closing 5 Closing Date 5 Code A-1 Confidential Information A-1 Consent A-1 Continuing Credit Support X-0 Xxxxxxxx X-0 Contributed Entities 2 Contributed Entity 2 Contribution Date A-2 Contributor 1 Contributor Assignment Agreements A-2 Contributor Subsidiary A-2 Contributor Subsidiary Accrued Income Taxes A-2 Contributor Subsidiary Income Tax Return 20 Contributor Subsidiary Indebtedness A-2 Contributors 1 Credit Support A-3 D&O Indemnified Parties 20 Development Project Expenses A-3 Employee Benefit Plan A-3 Environmental Claim A-4 Environmental Laws A-4 Environmental Permit A-4 Equity Value Model X-0 Facility Assets A-4 Formation Date 1 Fund III 1 Fund III Assignment Agreement A-5 Fund III Contributed Interests 2 Fund III Contributor Subsidiary A-5 Fund III Investment 2 Fund III Retained Assets A-5 Fund III Rev Units 2 Fund IV Cash Contribution Amount 2 Fund IV Contributed Assets 2 Fund IV Contributed Interests 2 Fund IV Contributor Subsidiary A-6 Fund IV Investment 2 Fund IV Rev Xxxxx 0 Gen IV Contributed Interests 2 Gen IV Investments 2 Gen IV Rev Units 2 Governmental Entity A-6 Hazardous Material A-6 Income Tax A-7 Income Tax Return A-7 Intellectual Property A-7 Xxxxxxxxx X-0 Laws A-7 Legal Proceeding A-7 Liabilities A-7 LS Power Entities 25 LSP Development 2 LSP Gen IV 15 Management Employee 21 Management Employees 21 Material Adverse Effect X-0 Xxxxx X-0 Original Rev LLC Agreement 1 Parties 1 Party 1 Permits X-0 Xxxxxxxxx Xxxxx X-0 Xxxxxx X-0 Principal Facility Documents A-9 Real Property A-9 Replacement Credit Support A-10 Rev 1 Rev Contributed Assets 2 Rev Entities 1 Rev Entity 1 Rev Holdco 1 Rev Holdings 1 Rev Intermediary 1 Rev Ops 2 Rev Subsidiary Contribution Agreement 5 Rev Subsidiary Contributions 3 Securities Act A-10 Straddle Period A-10 Subsidiary A-10 Tax A-10 Tax Proceeding 20 Tax Return X-00 Xxxxx X-00 Taxing Authority A-10 Third Party A-11 Transaction Documents A-11 Transactions 5 Transfer Taxes 20 Transferred Employee 21 Willkie 25

  • Amendment of Definitions Subject to Section 2.01 hereof, the Indenture is hereby amended by deleting any definitions from the Indenture with respect to which references would be eliminated as a result of the amendments of the Indenture pursuant to Section 1.01 hereof.

  • Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • TABLE OF DEFINED TERMS Term Section

  • Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

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