Is Added to Read as Follows. 1.7. The parties to this contract acknowledge the need to work cooperatively to address and resolve problems that may arise in the administration and performance of this contract.
Is Added to Read as Follows
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NOW IT IS HEREBY AGREED AS FOLLOWS 1. Words and expressions defined in the Principal Agreement when used in this Agreement have, unless the context otherwise requires, the same meanings as in the Principal Agreement and the provisions of clause 2 of the Principal Agreement as to the interpretation thereof shall apply to this Agreement.
Intentionally Omitted 4 SECTION 3.5
Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)
Basic Lease Provisions and Definitions In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease should have only the meanings set forth in this Preamble, unless such meanings are expressly modified, limited or expanded elsewhere herein.
Intentionally Deleted ARTICLE VII
Amendments to Section 1: Definitions A. Subsection 1.1 of the Credit Agreement is hereby amended by adding thereto the following definitions, which shall be inserted in proper alphabetical order:
Other Definitions Defined in Term Section ---- -------
Further Definitions The following terms have the meaning set forth in the Section s set forth below: Defined Term Location of Definition Agreement Preamble Alternative Transaction § 7.01(a) Antitrust Laws § 7.12(a) Assumed Warrant § 3.01(b)(vii) Annual Financial Statements § 4.07(a) Blue Sky Laws § 4.05(b) 13 Defined Term Location of Definition Certificate of Merger § 2.02(a) Claims § 6.03 Closing § 2.02(b) Closing Date § 2.02(b) Company Preamble Company Board Recitals Company Disclosure Schedule Article IV Company Interested Party Transaction § 4.20(a) Company Permits § 4.06 Company Split Adjustment Recitals Company Warrant § 4.03(b) Confidentiality Agreement § 7.05(b) Contracting Parties § 10.11 COVID-19 Action § 4.08(b) D&O Insurance § 7.06(b) Data Security Requirements § 4.13(j) DGCL Recitals Effect § 1.01 Effective Time § 2.02(a) Environmental Permits § 4.15 ERISA Affiliate § 4.10(c) Exchange Agent § 3.02(a) Exchange Fund § 3.02(a) Exchange Ratio § 3.01(b)(i) Excluded Shares § 3.01(b)(v) Governmental Authority § 4.05(b) Health Plan § 4.10(k) Interim Financial Statements § 4.07(b) Lease § 4.12(b) Lease Documents § 4.12(b) Material Contracts § 4.16(a) Maximum Annual Premium § 7.06(b) Merger Recitals Merger Materials § 7.02(a) Merger Sub Preamble Merger Sub Board Recitals Merger Sub Common Stock § 4.03(g) NGA Preamble NGA Alternative Transaction § 7.01(b) NGA Board Recitals NGA Change in Recommendation § 7.04(a) NGA Closing Statement § 0 NGA D&O Insurance § 7.06(b) NGA Disclosure Schedule Article V NGA Indemnification Agreements § 7.06(e) Defined Term Location of Definition NGA Interested Party Transaction § 5.16 NGA Preferred Stock § 5.03(a) NGA Proposals § 7.04(a) NGA SEC Reports § 5.07(a) NGA Stockholders’ Meeting § 7.04(a) Nomination Agreement Recitals Nonparty Affiliates § 10.11 Outside Date § 9.01(b) Per Share Merger Consideration § 3.01(b)(i) Plans § 4.10(a) PPACA § 4.10(k) Private Placements Recitals Proxy Statement § 7.02(a) QBCA Recitals Redemption Payment § 3.01(b)(vi) Redemption Shares § 3.01(b)(vi) Registration Rights Agreement Recitals Registration Statement § 7.02(a) Remedies Exceptions § 4.04 Representatives § 7.05(a) SEC § 5.07(a) Securities Act § 4.05(b) Sponsor Recitals Subscription Agreements Recitals Surviving Corporation § 2.01 Terminating Company Breach § 9.01(e) Terminating NGA Breach § 9.01(f) Trust Account § 5.12 Trust Agreement § 5.12 Trust Fund § 5.12 Trustee § 5.12
Amendments to Definitions (i) The definition of “
Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------
