Defined Terms 2 Sample Clauses

Defined Terms 2. Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions 7 ARTICLE 2. GUARANTEE 8 Section 2.1 Guarantee 8 Section 2.2 Right of Contribution 9 Section 2.3 No Subrogation 9 Section 2.4 Amendments, etc. with respect to the Obligations 9 Section 2.5 Guarantee Absolute and Unconditional 10 Section 2.6 Payments 10 ARTICLE 3. GRANT OF SECURITY INTEREST 11 Section 3.1 Grant of Security Interest 11 Section 3.2 Transfer of Pledged Securities 12 ARTICLE 4. REPRESENTATIONS AND WARRANTIES 12 Section 4.1 Title; No Other Liens 12 Section 4.2 Perfected Priority Liens 12 Section 4.3 Jurisdiction of Organization; Chief Executive Office 13 Section 4.4 Inventory and Equipment 13 Section 4.5 Investment Property 13 Section 4.6 Receivables 14 Section 4.7 Commercial Tort Claims 14 Section 4.8 Representations in the Credit Agreement 15 Section 4.9 Transmitting Utilities 15 ARTICLE 5. COVENANTS 15 Section 5.1 Delivery of Instruments, Certificated Securities and Chattel Paper 15 Section 5.2 Maintenance of Insurance 15 Section 5.3 Maintenance of Perfected Security Interest; Further Documentation 15 Section 5.4 Changes in Name, etc. 16 Section 5.5 Notices 16 Section 5.6 Investment Property 16 Section 5.7 Receivables 18 Section 5.8 Commercial Tort Claims 18 Section 5.9 Covenants in Credit Agreement 18 Section 5.10 Transmitting Utilities 19 ARTICLE 6. REMEDIAL PROVISIONS 19 Section 6.1 Certain Matters Relating to Receivables 19 Section 6.2 Communications with Obligors; Grantors Remain Liable 19 Section 6.3 Pledged Securities 20 Section 6.4 Proceeds to Be Turned Over to Administrative Agent 21 Section 6.5 Application of Proceeds 21 Section 6.6 Code and Other Remedies 21 Section 6.7 Registration Rights 22 Section 6.8 Deficiency 23 ARTICLE 7. THE ADMINISTRATIVE AGENT 23 Section 7.1 Administrative Agent’s Appointment as Attorney-in-Fact, etc 23 Section 7.2 Duty of Administrative Agent 25 Section 7.3 Authentication of Financing Statements 26 Section 7.4 Authority of Administrative Agent 26 ARTICLE 8. SUBORDINATION OF GRANTOR CLAIMS 26 Section 8.1 Subordination of Grantor Claims 26 Section 8.2 Claims in Bankruptcy 26 Section 8.3 Payments Held in Trust 27 Section 8.4 Liens Subordinate 27 Section 8.5 Notation of Records 27 ARTICLE 9. MISCELLANEOUS 27 Section 9.1 Amendments in Writing 27 Section 9.2 Notices 27 Section 9.3 No Waiver by Course of Conduct; Cumulative Remedies 28 Section 9.4 Enforcement Expenses; Indemnification 28 Section 9.5 Successors and Assigns 29 Section 9.6 Set-Off...
Sample 1
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Defined Terms 2. Section 1.1 Definitions 2 Section 1.2 Other Definitional Provisions 3 Section 2.1 Guarantee 4 Section 2.2 No Subrogation 5 Section 2.3 Amendments, etc. with respect to the Borrower Obligations 5 Section 2.4 Guarantee Absolute and Unconditional 6 Section 2.5 Reinstatement 8 Section 2.6 Payments 8
Sample 1
Defined Terms 2. Leased Premises 3. Term and Option to Extend 4. Rent 5. Use 6. Maintenance and Repairs 7. Alterations and Additions 8. Insurance 9. Indemnity 10. Damage or Destruction; Obligation to Rebuild 11. Property Taxes 12. Condemnation 13. Utilities 14. Assignment and Subletting 15. Defaults; Remedies 16. Security Deposit 17. Right of First Refusal 18. Miscellaneous 18.(a) Estoppel Certificate 18.(b) Landlord's Liability 18.(c) Construction 18.(d) Interest on Past-due Obligations 18.(e) Time of Essence 18.(f) Counterparts 18.(g) Incorporation of Prior Agreements; Amendments 18.(h) Notices 18.(i) Waivers 18.(j) Recording 18.(k) Holding Over 18.(l) Covenants and Conditions 18.(m) Binding Effect 18.(n) Subordination 18.(o) Attorneys' Fees 18.(p) Landlord's Access 18.(q) Brokers and Finders Exhibit "A" - Legal Description -1-
Sample 1
Defined Terms 2. SECTION 1.1. Terms Defined in the Uniform Commercial Code 2 SECTION 1.2. Definitions 2 SECTION 1.3. Other Definitional Provisions 4
Sample 1
Defined Terms 2. The Transactions Section 2.01. TOTAL PURCHASE PRICE 16 Section 2.02. PURCHASE AND SALE OF BUSINESSES 16 Section 2.03. ASSUMPTION OF LIABILITIES 17 Section 2.04. METHODS OF TRANSFER AND ASSUMPTION 17 Section 2.05. FINAL TAKE-UP AND WINDING UP 18 Section 2.06. TRANSFER OF CAPITAL STOCK AND ASSETS; CERTAIN OTHER TRANSACTIONS 19 Section 2.07. CONSENTS; NONASSIGNABLE CONTRACTS 21 Section 2.08. OTHER AGREEMENTS 22 Section 2.09. INTERCOMPANY BALANCE AND EXPENSE TRUE-UP. 22
Sample 1
Defined Terms 2. SECTION 1.02. Terms Generally 23 SECTION 1.03. Pro Forma Calculations 24 SECTION 1.04. Classification of Loans and Borrowings 24 SECTION 2.01. Commitments 24 SECTION 2.02. Loans 25 SECTION 2.03. Borrowing Procedure 26 SECTION 2.04. Evidence of Debt; Repayment of Loans 27 SECTION 2.05. Fees 28 SECTION 2.06. Interest on Loans 29 SECTION 2.07. Default Interest 29 SECTION 2.08. Alternate Rate of Interest 29 SECTION 2.09. Termination and Reduction of Commitments 30 SECTION 2.10. Conversion and Continuation of Borrowings 30 SECTION 2.11. Repayment of Term Borrowings 31 SECTION 2.12. Optional Prepayments 32 SECTION 2.13. Mandatory Prepayments 33 SECTION 2.14. Reserve Requirements; Change in Circumstances 34 SECTION 2.15. Change in Legality 35 SECTION 2.16. Indemnity 36 SECTION 2.17. Pro Rata Treatment 37 SECTION 2.18. Sharing of Setoffs 37 SECTION 2.19. Payments 37 SECTION 2.20. Taxes 38 SECTION 2.21. Assignment of Commitments Under Certain Circumstances; Duty to Mitigate 39 SECTION 2.22. Swingline Loans 40 SECTION 2.23. Letters of Credit 41 SECTION 2.24. Increase in Term Loan Commitments 45
Sample 1
Defined Terms 2. 1.1 Agreement. 2
Sample 1

Related to Defined Terms 2

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

  • Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

  • Undefined Terms Terms that may appear in this Agreement which are not defined. Parties acknowledge and agree that any such terms shall be construed in accordance with customary usage in the telecommunications industry as of the effective date of this Agreement.

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

  • New Defined Terms The following defined terms are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

  • 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):

  • Additional Defined Terms Other capitalized terms defined elsewhere in the Agreement and not defined in Section 13.1 will have the meanings assigned to such terms in this Agreement in the sections referenced below: Adjustment Amount Section 2.2(f) Agreement Preamble Allocation Section 2.4 Assigned Contracts Section 1.1(f) Assigned Home Sale Contracts Section 1.1(c) Assigned Permits Section 1.1(g) Assignment and Assumption Agreement Section 8.1(d) Assumed Liabilities Section 1.3 Base Purchase Price Section 2.1(a) Xxxx of Sale Section 8.1(c) Buyer Introduction Buyer Indemnified Party Section 10.1 Closing Section 2.2 Closing Date Section 2.2 Closing Net Asset Value Section 2.2(b) Closing Statement Section 2.2(b) Confidential Information Section 5.3(a) Cooperation Indemnitees Section 6.4(a) Deductible Section 10.5(b) Deed Section 8.1(b) Determination Date Section 2.2(e) Dispute Notice Section 2.2(c) Disputed Items Section 2.2(c) Escrow Account Section 2.1(b)(i) Estimated Closing Statement Section 2.2(a) Estimated Net Asset Value Section 2.2(a) Estimated Purchase Price Section 2.1(a) Excluded Assets Section 1.2 Excluded Liabilities Section 1.4 Financial Statements Section 3.5 Financing Section 6.4(a) Financing Sources Section 6.4(b) General Indemnification Period Section 10.4 Holding Indemnity Agreement Section 8.1(f) Home Sale Contract Section 3.12 Home Sale Contract Deposits Section 1.1(d) Indemnification Cap Section 10.5(a) Indemnified Party Section 10.3(a) Indemnifying Party Section 10.3(a) Insured Bonds Section 6.3 Inter-Party Claim Section 10.3(a) Land Recital A Latest Balance Sheet Section 3.5 Latest Balance Sheet Date Section 3.5 Liable Party Section 10.9 Nonassignable Asset Section 1.6 Other Contracts Section 1.1(f) Owned Real Property Section 1.1(a) Party Introduction Personal Property Section 1.1(b) Pre-Closing Period Section 5.1(a) Projections Section 12.6 Property Taxes Section 7.1 Purchased Assets Section 1.1 Purchased Assets Conditions Section 6.1 Real Estate Transfer Taxes Section 7.2 Removed Real Property Section 1.5 Resolution Period Section 2.2(d) Seller Introduction Seller Indemnified Party Section 10.2 Seller Transaction Documents Section 3.1 Tax Representations Section 10.4 Termination Date Section 11.1(b) Third Party Claim Section 10.3(b) Title Policy Section 6.2 Title Pro Forma Section 6.2 Transaction Recital B Unresolved Items Section 2.2(e) Warranty Services Agreement Section 8.1(e)

  • 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:

  • 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 Used in this Agreement In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

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