Defined Terms Used in this Agreement In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
Terms Defined in this Agreement The following terms when used in this Agreement shall have the following definitions:
Terms Defined Elsewhere in this Agreement For purposes of this Agreement, the following terms have meanings set forth in the sections indicated: Term Section AAA Accounts Receivable 12.5 2.1(i) Agreement Preamble Arbitrator 12.5 Assumed Liabilities 2.3 Belgian Activities 1.1 (in Business definition) Closing 5.1(a) Closing Date 5.1(a) Confidentiality Agreement 12.7 Covenant Survival Period 10.1(b) Decision Disputes Elop 12.5 12.5 6.8(ii) Escrow Agent 10.5 Escrow Agreement 10.5 Escrow Fund 10.5 Exchange Act 1.1 (in Affiliate definition) Excluded Assets 2.2 Excluded Liabilities 2.4 Extraordinary Damages Financial Statements 1.1 (in Damages definition) 6.4(a) Foreign Tax Withholding Certificate 8.11 IAS 6.4(v) Indemnification Claim 10.4(b) IRI Project 6.8(ii) ISA 6.4(iii) MediVision ESE Report 6.4(i) MediVision Product 6.17 MediVision Product Certifications 6.18 MediVision Recommendation 6.2(ii) OCS Funded Technology 6.15(i) Post-Closing Covenants 10.1(b) Pre-Closing Covenants 10.1(b) Pre-Closing Tax Period 11.3(a) Purchased Assets 2.1 Purchased Shares 3.1 Purchased Trade Secrets 6.8(iii) Purchaser Preamble Purchaser Documents 7.2(i) Purchaser Indemnified Parties 10.2(a) Seller Preamble Seller Disclosure Letter 6 Seller Documents 6.2(i) Seller Indemnified Parties 10.3(a) Seller Material Adverse Effect 6.1 Seller Material Agreements 6.9(iii) Software Products 6.8(vi) Subsidiary 6.1 Survival Period 10.1(b) Tax 6.16 Tax Claim 11.4(b) Tax Return 6.16 Termination Date 5.2(a) Total Consideration 4.1 Transaction Documents 7.2(i) Transfer Taxes 11.1 Warranty Survival Period 10.1(a)
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:
ARTICLE I DEFINITIONS 1 SECTION 1.01.
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)
Terms Defined in the Original Agreement Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment.
Incorporation of defined terms (a) Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement. (b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement.
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.
Preamble and Definitions 1.1 The preamble to this Agreement constitutes an integral part of this Agreement, as do the terms of the Plan. 1.2 Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Plan.
