Definitional References Sample Clauses

Definitional References. Each of the following terms has the meaning ascribed to such term on the page set forth opposite such term: Accounts Receivable 46 Closing Net Working Capital 47 Active Employees 34 Closing Payment 47 Active Senior Management Employees 34 Closing Statement 5 Affiliate 46 Competition Act 47 Agreement 1 Confidential Information 47 Allocation Schedule 9 Consent 47 Alternative Transaction 46 Constating Documents 47 Applicable Rate 47 Contract 47 Arbitration Notice 57 Corporation 1 Arbitrator 57 Dispute 57 Assessment 39 Employee Benefit Plans 27 assessments 26 Employee Liabilities 48 Assignment and Assumption of Lease 8 Employees Schedule 48 Assumed Contracts 2 Environmental and Safety Requirements 48 Assumed Liabilities 4 Escrow Agent 48 Assumed Vendor Contracts 47 Escrow Agreement 48 Xxxx of Sale and Assignment and Assumption Escrow Amount 48 Agreement 7 Estimated Closing Net Working Capital 5 Books and Records 3 ETA 39 Business 1 Excise Tax Act 48 Business Employees 34 Excluded Assets 3 Buyer 1 Excluded Liabilities 4 Buyer Defined Expenses 36 Exclusivity Period 33 Buyer Fundamental Representation 43 FCPA 19 Buyer Indemnified Parties 43 Final Closing Net Working Capital 6 Buyer's Advisors 31 Final Closing Payment 7 Canadian Food Safety Laws 20 Firm 6 Cap 43 GAAP 48 Cash on Hand 1 Governmental Body 48 XXXXX 00 GST/HST 39 Closing 7 Head Office/Warehouse 48 Closing Date 7 Inactive Employees 34 EAST\48096305.13 53 Income Tax Act 48 Seller 1 Indebtedness 48 Seller Defined Expenses 36 Indemnitee 45 Seller Fundamental Representation 43 Indemnitor 45 Seller Indemnified Parties 44 Intellectual Property 49 Seller's or Principal's Knowledge 51 Inventory 1 Senior Management Employees 52 Investment 49 Stores 52 Investment Canada Act 49 Subsidiary 52 ITC 39 Tax Clearance Certificate 41 Latest Balance Sheet 13 Tax or Taxes 52 Law 49 Tax Returns 52 Lease 49 Testing Records 20 Leased Real Property 49 Third-Party Approvals 10 Liability 49 Threshold 43 Lien 50 Transaction Documents 52 Loss 50 Transferred Employees 34 Material Adverse Change 50 Transition Services Agreement 9 Material Adverse Effect 50 Wages 35 Net Working Capital 50 WTO Investor 30 Nonassignable Contracts 9 Year-End Balance Sheet 13 Non-Transferred Employees 34 Notification 33 Objection Notice 5 Obligations 37 Order 51 Ordinary Course of Business 51 Other Sales Taxes 40 Person 51 Personal Information 51 Principal 1 Principals 1 Privacy Law 51 Proceeding 51 Purchase Price 5 Purchased Assets 1 Purchased Intellect...
Sample 1
Definitional References. Each of the following terms has the meaning ascribed to such term at the section reference set forth opposite such term: 280G Approval Section 4.14 Accredited Investor Section 8.01 Action Section 8.01 Acquired Companies Section 8.01 Acquired Company Contract Section 8.01 Acquired Company Data Section 8.01 Acquired Company Employee Section 8.01 Acquired Company IP Section 8.01 Acquired Company IP Contract Section 8.01 Acquired Company IT Systems Section 8.01 Acquired Company Product Section 8.01 Acquired Company Privacy Policy Section 8.01 Acquired Company Software Section 8.01 Acquired Company Web Site Section 8.01 Acquisition Proposal Section 8.01 Additional WC Adjustment Section 8.01 Adjustment Amount Section 1.08(e)(i) Affiliates Section 8.01 Aggregate Option Exercise Price Section 1.07(a) Aggregate Option Payment Section 1.07(a) Aggregate Preferred Liquidation Amount Section 8.01 Aggregate Residual Amount Section 8.01 Agreement Recitals Aptela Acquisition Agreement Section 8.01 Available Cash Section 8.01 Average Price Section 8.01 Base Purchase Price Section 8.01 Business Day Section 8.01 Buyer Recitals Buyer Closing Certificate Section 5.03(c) Buyer Common Stock Section 8.01 Buyer Fundamental Representations Section 8.01 Buyer Indemnified Party Section 7.02(a) Buyer Plans Section 4.12 Buyer Reports Section 3.07 Buyer Written Consent Section 4.04(c) Buyer’s Representatives Section 4.05(a) Cap Section 7.02(a)(ix) Cash Consideration Section 1.06(d) Cash-in-Lieu Section 1.06(d) Cash Percentage Section 8.01 Certificate of Incorporation Section 8.01 Certificate of Merger Section 1.02 Claim Section 7.03(a) Claim Amount Section 7.03(d) Claim Notice Section 7.03(a) Closing Section 1.02 Closing Balance Sheet Section 1.08(c) Closing Cash Section 1.08(a)(i)(B) Closing Cash Consideration Section 1.08(a)(i) Closing Cash-in-Lieu Section 1.08(a)(ii) Closing Consideration Section 1.08(a) Closing Date Section 1.02 Closing Date Indebtedness Section 1.08(a)(i)(D) Closing Date Schedule Section 1.08(c) Closing Net Working Capital Amount Section 8.01 Closing Shares Section 1.08(a)(ii) COBRA Section 2.14(a) Code Section 8.01 Common Stock Section 2.02 Company Recitals Company Board Recitals Company Capital Stock Section 8.01 Company Certificates Section 1.09(b) Company Closing Certificate Section 5.02(c) Company Financial Statements Section 2.06(a) Company Fundamental Representations Section 8.01 Company Indemnified Party Section 7.02(b) Company Options Section 1.07(a) Compa...
Sample 1

Related to Definitional References

  • 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.

  • Definitions; References Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

  • Definitions and References Capitalized terms not otherwise defined herein have the meanings assigned in the Credit Agreement. All references to the Credit Agreement contained in the Collateral Documents and the other Loan Documents, as amended or amended and restated, shall, upon the execution of this Amendment, mean the Credit Agreement as amended by this Amendment.

  • General References All references in this Supplemental Indenture to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and the term “herein”, “hereof”, “hereunder” and any other word of similar import refers to this Supplemental Indenture.

  • Time References Unless otherwise indicated herein, all references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in effect in New York City on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; provided, however, that with respect to a computation of fees or interest payable to any Secured Party, such period shall in any event consist of at least one full day.

  • 1Definitions As used in this Agreement, the following terms shall have the following definitions:

  • HEADING REFERENCES Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. References to “this Agreement” or the use of the term “hereof” shall refer to these Standard Terms and Conditions and the Employment Agreement attached hereto, taken as a whole.

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

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Definitional Provisions For purposes of this Agreement, (i) those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; (iii) wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; (iv) the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; (v) all references to “Dollars” or “$” shall be construed as being United States Dollars; (vi) the term “including” is not limiting and means “including without limitation”; and, (vii) all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.