Index of Additional Defined Terms Sample Clauses

Index of Additional Defined Terms. In addition, the terms listed in the left column below shall have the respective meanings assigned to such terms in the Section of this Agreement listed opposite such terms in the right column below:
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Index of Additional Defined Terms. The following capitalized terms have the respective meanings given to them in the respective Sections of this Agreement set forth opposite each of the capitalized terms below: Agreement Preamble Alternative Acquisition Agreement 5.3(a) Anti-Takeover Laws 3.3(c) Applicable Employee 6.7(b) Applicable Employee Bonus 6.7(b) Bonus Program 6.7(c) Bylaws 3.1(b) Capitalization Date 3.6(a) Certificate of Merger 2.3(a) Certificates 2.8(c) Charter 3.1(b) Chosen Courts 9.10 Closing 2.2 Closing Date 2.2 Company Preamble Company Board Recommendation 3.3(a) Company Board Recommendation Change 5.3(c)(i) Company Disclosure Letter Article III Company Franchise 3.29(a) Company Franchise Agreements 3.29(a) Company Related Parties 8.3(d) Company Securities 3.6(d) Compensation Committee 6.5(b) Confidentiality Agreement 9.4 Continuation Period 6.7(c) Copyrights 1.1(aaa) D&O Insurance 6.6(c) Delaware Secretary 2.3(a) Depository Agent 2.8(a) Determination Notice 5.3(d)(ii)(B) DGCL Recitals Dissenting Company Shares 2.6(c) DSU Consideration 2.7(d) DTC 2.8(d) Effective Time 2.3(b) Electronic Delivery 9.14 Enforceability Exceptions 3.2 Employment Agreement Amendment 6.7(b) FCPA 3.23 Franchise Schedule Period 3.29(e) HQ Employees 6.7(c) Indemnified Person(s) 6.6(a) Leased Real Property 3.13(b) Marks 1.1(aaa) Maximum Annual Premium 6.6(c) Merger Recitals Merger Consideration 2.6(a)(ii) Merger Sub Preamble Minimum Condition Annex I Multiemployer Plan 3.18(b) New Plans 6.7(d) Notice Period 5.3(d)(ii)(B) Old Plans 6.7(d) Offer Recitals Offer Acceptance Time 2.1(d) Offer Commencement Date 2.1(c) Offer Conditions 2.1(b) Offer Documents 2.1(f) Offer Expiration Time 2.1(c) Offer to Purchase 2.1(b) Other Anti-Bribery Laws 3.23 Other Indemnified Persons 6.6(e) Owned Company Shares 2.6(a)(iii) Owned Real Property 3.13(a) Parent Preamble Party Preamble Patents 1.1(aaa) Payment Agent 2.8(a) Payment Fund 2.8(b) PCI 1.1(qqq) Per Share Price Recitals Pre-Closing Period 5.1 Prorated Bonus 6.7(c) PSU Consideration 2.7(c) Qualifying Termination Bonus 6.7(c) Real Property Leases 3.13(b) Remaining Bonus 6.7(c) RSA Consideration 2.7(a) RSU Consideration 2.7(b) Sanctions 3.24(a) Schedule 14D-9 2.1(j)(ii) Significant Subsidiary 3.7(e) Stockholder List Date 2.1(k) Support Agreement Recitals Surviving Corporation 2.3(c) Termination Condition Annex I Termination Date 8.1(c) Top Suppliers 3.25 Transactions Recitals Uncertificated Shares 2.8(c)
Sample 1
Index of Additional Defined Terms. In addition, the terms listed in the left column below shall have the respective meanings assigned to such terms in the Section of this Agreement listed opposite such terms in the right column below: Defined Term Section AGREEMENT Introduction COMPANY Introduction COMPLETION RESERVE ACCOUNT A of Recitals COMPLETION RESERVE DISBURSEMENT REQUEST 4.1 COMPLETION RESERVE PROCEEDS A of Recitals CONSTRUCTION DISBURSEMENT ACCOUNT A of Recitals CONSTRUCTION DISBURSEMENT REQUEST 4.1 CONSTRUCTION PROCEEDS A of Recitals DISBURSEMENT AGENT Introduction ESCROW DISBURSEMENT REQUEST 4.1 EVENT OF DEFAULT 10 FINAL DISBURSEMENT 8.1 GUARANTOR A of Recitals INDENTURE A of Recitals INITIAL DISBURSEMENTS 8.1 INITIAL DISBURSEMENTS CERTIFICATE 4.1 INTEREST DISBURSEMENT REQUEST 4.1 INTEREST RESERVE ACCOUNT A of Recitals INTEREST RESERVE PROCEEDS A of Recitals OPERATING RESERVE PROCEEDS A of Recitals PLEDGED SECURITIES 2.2 PROCEEDS A of Recitals TRUSTEE Introduction
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Index of Additional Defined Terms. 6 1.3 INTERPRETATION........................................................6 2.
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Index of Additional Defined Terms. In addition, the terms listed in the left column below shall have the respective meanings ascribed to such terms in the Section of this Agreement listed opposite such terms in the right column below: EXECUTION VERSION
Sample 1
Index of Additional Defined Terms. Additional Funds 19 Additional Option Payment 16 Affected Employees 39 Agreement 1 Appraised Value 22 Approval Termination Date 56 Benefit Funding Mechanism 30 Blackstone 1 Cancelled Shares 15 Capex Budget 37 Cash Option Payment 16 Certificate 20 Certificate of Merger 14 Closing 14 Closing Date 14 Closing Financial Statements 51 Company 1 Company Contracts 27 Company Indemnitees 43 Company Leases 26 Company Stock Plan 16 CVC 1 D&O Insurance 43 Debt Commitment Letter 35 Debt Financing 35 Debt Receipt Failure 57 DGCL 1 Dispute Notice 17 Dissenting Shares 22 Dissenting Shares Amount 19 Due Date 45 Effective Time 14 Environmental Laws 29 Escrow Agent 19 Escrow Agreement 19 Escrow Amount 20 Escrow Fund 20 Estimated Closing Working Capital Adjustment 16 Estimated Merger Consideration 17 Estimated Closing Net Indebtedness 16 Estimated Net Working Capital 16 Estimated Payment Fund 19 Estimated Transaction Expenses 16 Final Adjustment Amount 18 Final Amounts 18 Final Closing Balance Sheet 18 Final Closing Net Indebtedness 18 Final Net Closing Indebtedness Adjustment 18 Final Net Working Capital 18 Final Net Working Capital Adjustment 18 Final Transaction Expenses 18 Final Transaction Expenses Adjustment 18 Foreign Antitrust Merger Control Laws 24 Governmental Filings 24 Indemnity Agreement 43 Leased Real Property 26 Merger 1 Merger Sub 1 Merger Sub Common Stock 15 Option 15 OTPP 1 Outside Date 56 Owned Real Property 26 Parent 1 Payment Fund 19 Permits 29 Pre-Closing Period Tax Return 45 Preliminary Closing Balance Sheet 17 Preliminary Closing Net Indebtedness 17 Preliminary Closing Statement 17 Preliminary Net Working Capital 17 Preliminary Transaction Expenses 17 Retention Program 40 SEC 51 Second Request 43 Selling Stockholders’ Agreement 1 Stockholder Representatives 1 Stockholders 1 Straddle Period Tax Return 46 Surviving Corporation 14 Surviving Corporation Common Stock 15 Tax Claim 49 Terminating Contracts 45 Termination Fee 57 Transmittal Letter 20
Sample 1

Related to Index of Additional Defined Terms

  • 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)

  • Certain Additional Defined Terms In addition to such terms -------------------------------- as are defined in the opening paragraph and in Section 1.1 of this Agreement, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:

  • 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:

  • Additional Definitions The following terms have the meanings given below:

  • Additional Definition Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

  • 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):

  • 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.

  • Other Definitional Provisions (a) Capitalized terms used herein and not otherwise defined herein have meanings assigned to them in the Indenture, or, if not defined therein, in the Trust Agreement. (b) All terms defined in this Agreement shall have the defined meanings when used in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. (c) As used in this Agreement, in any instrument governed hereby and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such instrument, certificate or other document, and accounting terms partly defined in this Agreement or in any such instrument, certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles as in effect on the date of this Agreement or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control. (d) 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; Section, Schedule and Exhibit references contained in this Agreement are references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation.” (e) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.

  • Certain Definitions For purposes of this Agreement, the following terms have the meanings indicated:

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