Definitions of Defined Terms Sample Clauses

Definitions of Defined Terms 
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  • INDEX OF DEFINED TERMS 15Ga-1 Notice 21 Mortgage Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Officer’s Certificate 7 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx 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, Wxxxx 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 Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx 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 Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class XB, 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 Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx 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, Purchaser and each Seller Party hereby agree as follows:

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

  • 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.

  • 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 the Disclosure Schedule and in each other Loan Document, notice and other communication delivered from time to time in connection with this Agreement or any other Loan Document.

  • 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.

  • Definitions For purposes of this Agreement:

  • ARTICLE I DEFINITIONS 1 SECTION 1.01.

  • TABLE OF DEFINED TERMS Terms Reference in Agreement Acquisition Proposal Section 6.1(g) Affiliates Section 3.10(b) Agreement Preamble Alternative Acquisition Agreement Section 6.1(b)(ii) Board Recommendation Section 3.3(a) Business Facility Section 3.12(i) Buyer Preamble Buyer Holders Section 2.1(b) Buyer Material Adverse Effect Section 4.1 Certificate of Merger Section 1.1 Certificates Section 2.2(b) Closing Section 1.2 Closing Date Section 1.2 Code Section 2.2(f) Company Preamble Company Balance Sheet Section 3.4(b) Company Board Preamble Company Common Stock Section 2.1(b) Company Disclosure Schedule Article III Company Employee Plans Section 3.13(a) Company Financial Advisor Section 3.17 Company 401(k) Plans Section 6.11(c) Company Intellectual Property Section 3.9(a)(i) Company Leases Section 3.8(b) Company Material Adverse Effect Section 3.1(a) Company Material Contracts Section 3.10(a)(xi) Company Preferred Stock Section 3.2(a) Company Registered Intellectual Property Rights Section 3.9(e) Company SEC Reports Section 3.4(a) Company Stock Option Section 3.2(b) Company Stock Options Section 3.2(b) Company Stock Plans Section 3.2(b) Company Stockholder Approval Section 3.3(a) Company Stockholders’ Meeting Section 6.2(a) Company Voting Agreements Preamble Company Voting Proposal Section 3.3(a) Confidentiality Agreement Section 9.3 Copyrights Section 3.9(a)(ii) Covered Employees Section 6.11(a) DGCL Preamble Dissenting Shares Section 2.3(a) Terms Reference in Agreement Effective Time Section 1.1 Employee Benefit Plan Section 3.13(a) Environmental Law Section 3.12(g) ERISA Section 3.13(a) ERISA Affiliate Section 3.13(a) Exchange Act Section 3.3(c) Exchange Agent Section 2.2(a) Exchange Fund Section 2.2(a) GAAP Section 3.4(b) Governmental Entity Section 3.3(c) Hazardous Substance Section 3.12(h) Indemnified Parties Section 6.8(a) Intellectual Property Not defined Intellectual Property Rights Section 3.9(a)(ii) Liens Section 3.2(d) Majority Stockholder Preamble Majority Stockholder Approval Section 7.1(b) Majority Stockholder Voting Agreement Preamble Merger Preamble Merger Consideration Section 2.1(c) Option Consideration Not defined Option Exchange Ratio Not defined Ordinary Course of Business Section 3.2(c) Outside Date Section 8.1(b) Parties Preamble Patents Section 3.9(a)(ii) Proxy Statement Section 6.2(a) Permitted Liens Section 3.15 Registered Intellectual Property Rights Section 3.9(a)(iii) Representatives Section 6.1(a) Xxxxxxxx-Xxxxx Act Section 3.4(a) SEC Section 3.3(c) Securities Act Section 3.4(a) Shrinkwrap Software Section 3.9(a)(iv) Software Section 3.9(a)(v) Special Committee Preamble Specified Time Section 6.1(a)(ii) Subsidiary Section 3.1(b) Superior Proposal Section 6.1(g) Surviving Corporation Section 1.3(b) Taxes Section 3.7(a) Tax Returns Section 3.7(a) Technology Section 3.9(a)(v) Terms Reference in Agreement Third Party Intellectual Property Not defined. Trademarks Section 3.9(a)(ii) Transitory Subsidiary Preamble AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2004, is by and among InfoSpace, Inc., a Delaware corporation (the “Buyer”), Big Book Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Switchboard Incorporated, a Delaware corporation (the “Company”). The Buyer, the Transitory Subsidiary and the Company are referred to collectively as the “Parties.” Except to the extent provided herein to the contrary, all references to the Company shall be deemed to include the Company and each Subsidiary (as defined in Section 3.1(b) below) thereof.

  • Other Definitions Defined in Term Section ---- -------

  • 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):

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