Definitions Section 1. Definitions, definition of "All Applicable Laws and Regulations" is deleted in its entirety and the following section is "Applicable Laws and Regulations" definition is inserted:
Definitions Section 1. 1). The definition of the terms “Maturity Date” set forth in Section 1.1 of the Original Agreement shall be amended in its entirety to read as follows:
Definitions Section 1. 1). The definition of the term “Note” in Section 1.1 of the Original Agreement shall be amended to replace Exhibit A to the Original Agreement with Exhibit A to this Third Amendment (the “Restated Note”).
Definitions Section 1. 1. (a) “Business Day” means a day other than a Saturday, a Sunday or a day on which commercial banks are required or authorized to close in the United States. (b) “Damages” shall mean any and all loss, liability, claim, damage, expense (including, but not limited to, costs of investigation and defense and reasonable attorneys’ fees) or diminution of value arising from or in connection with (i) any inaccuracy, in any material respect, in any of the representations and warranties of Sellers in this Agreement, or any actions, omissions or statements of fact inconsistent with any such representation or warranty, (ii) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any third party with Sellers in connection with any of the transactions contemplated by this Agreement, or (iii) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business or actions of Sellers prior to the Closing Date. (c) “Securities Act” shall mean the Securities Act of 1933, as amended. ARTICLE
Definitions Section 1. 01. Definitions Each of the following terms is defined in the Section set forth opposite such term:
(a) Class B Common Stock 6.05 Code 5.14(a) Company first paragraph Company Common Stock recitals Company Disclosure Documents 5.09(a) Company Option 3.04(a) Company Proxy Statement 5.09(a) Company Securities 5.05 Company Stockholder Meeting 7.02 Company 10-K 5.07(a) Company 10-Qs 5.07(a) Confidentiality Agreements 7.08 Control Date 2.03 Delaware Law 2.02(a) Effective Time 3.01(b) Employee Plans 5.14(a) Environmental Laws 5.19(d) Environmental Permits 5.19(d) ERISA 5.14(a) ERISA Affiliate 5.14(a) Exchange Act recitals Exchange Agent 3.03(a) Exchange Form S-4 2.01(b) Exchange Form TO 2.01(b) Exchange Offer recitals Exchange Offer Documents 2.01
(b) Exchange Offer Ratio 2.01(c) Exchange Ratio 3.02(c) Exchange Schedule 14D-9 2.02(c) Failed Tender Offer 3.06 Final Expiration Date 2.01(d) Form TO recitals Form TO/A 2.01(a) Hazardous Substances 5.19 HSR Act 5.03 Independent Directors 2.03(c) Intellectual Property Right 5.18 International Plan 5.14(i) Lien 5.04 Material Adverse Effect 5.01 Maximum Amount recitals Merger 3.01(a)
(a) Stockholders recitals Subsidiary 5.06(a) Subsidiary Securities 5.06(b) Superior Proposal 7.04 Surviving Corporation 3.01(a) Tax 5.13(b) Tax Asset 5.13(a) 368(a) Reorganization 7.06(c) Title IV Plan 5.14(b)
Definitions Section 1. As used in this bond:
Definitions Section 1. 1. The following definitions shall apply to and are used in this Agreement: "Agreement" or "Partnership Agreement" - means this "Agreement for Public/Private Partnership and the Operation, Maintenance and Management Services for the City of Elizabeth's Municipal Water System", executed by and between the City and the Contract Partner. "Additional Concession Payments" - means the payments paid by the Contract Partner to the City in accordance with Section 8.2 hereof. "Approved Subcontractor" - means Utility Billing Services, or such other entity to be approved by the City (such approval will not be unreasonably withheld), who will subcontract with the Contract Partner to provide all or a portion of the Services. "Base Service Rate" - means that portion of the Total User Charge Rate paid by customers of the System equal to the rates set forth in Schedule 7 to this Agreement. "Billing and Collection Services" - means the billing and collection services to be rendered by the Contract Partner with respect to the Water System and Wastewater System in accordance with Section 8.6. "Board" - means the Board of Public Utilities of the State of New Jersey or any successor agency. "Capital Improvements" - means any replacements, additions, extensions, construction or reconstruction of or to permanent structures or facilities in the Water System that (1) are
Definitions Section 1. For the purposes of this Agreement, (a) unless otherwise defined herein capitalized terms used herein shall have the meanings assigned to them in the Purchase Agreement and (b) the following terms shall have the meanings hereinafter specified: “Affiliate” shall mean, with respect to any other Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with such Person. As used in this definition of Affiliate, the term “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Agreement” shall mean this Agreement, including the Schedules hereto, as the same may be amended, supplemented or otherwise modified from time to time. “Company” shall have the meaning set forth in the introductory paragraph hereof. “Company Indemnified Parties” shall have the meaning set forth in Section 6.1(b). D-1 “Xxxxxx” shall have the meaning set forth in the introductory paragraph hereof. “Modification” shall have the meaning set forth in Section 3.1(d). “Party” or “Parties” shall have the meaning set forth in the introductory paragraph hereof. “Person” shall mean any individual, entity or governmental body. “Purchase Agreement” shall have the meaning set forth in the recitals hereof. “Representative” shall mean officers, directors, employees, attorneys, accountants, advisors and agents of a Party. “Seller” shall have the meaning set forth in the introductory paragraph hereof. “Seller Indemnified Parties” shall have the meaning set forth in Section 6.1(a). “Service” or “Services” shall mean (a) those services listed and described on Schedule A, (b) any other services that are not listed on Schedule A and which Xxxxxx and Seller mutually agree in writing (pursuant to Section 3.1(c)), and (c) any Modifications to a Service or Services provided pursuant to clause (a) or (b) to which Xxxxxx and Seller mutually agree in writing (pursuant to Section 3.1(c)) to be provided or obtained hereunder.
Definitions Section 1. For the purposes of this Agreement:
(a) Laboratory Agreement" means the Agreement establishing the European Molecular Biology Laboratory signed in Geneva on May 10, 1973, and any amendments thereto;
Definitions Section 1. 7. Schedule 1 setting forth the Licensed Patent Rights defined in Section 1.7 is hereby deleted and replaced with Schedule 1 (2022), attached hereto as Appendix A to First Amendment. Section 1.8. “Licensed Product” is hereby deleted and replaced with the following language: “Section 1.8. "Licensed Product" means any compound covered by or incorporating the Licensed Patent Rights, including but not limited to ANG-3522, for use in conditions of the skin or hair, or whose making, use, manufacture or sale, that but for the licenses granted to Ohr in this Agreement would infringe at least one Valid Patent Claim.”
