Acquisition Agreement Recovery definition

Acquisition Agreement Recovery means the receipt by the Parent, Holdings, the Borrower or any Affiliate of the Parent of any payment made by Qwest Corp., Qwest or any Affiliate thereof (x) (i) constituting damages paid pursuant to, or as a result of the breach or asserted breach of obligations under, the Acquisition Agreement or (ii) representing amounts paid in settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate thereof has breached its obligations under the Acquisition Agreement, except, in each case, any such receipt of a payment that constitutes a Damages Event or (y) constituting purchase price adjustments under the Acquisition Agreement (provided that any purchase price adjustment in respect of Section 2.7 of the Acquisition Agreement will not be deemed to be an Acquisition Agreement Recovery until such time as the Phase II Acquisition Agreement has been terminated without the Phase II Closing Date having occurred).
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Acquisition Agreement Recovery means the receipt by the Parent, Holdings, the Borrower or any Affiliate of the Parent of any payment made by Qwest Corp., Qwest or any Affiliate thereof (x)(i) constituting damages paid pursuant to, or as a result of the breach or asserted breach of obligations under, the Acquisition Agreement or (ii) representing amounts paid in settlement or compromise of claims that Qwest Corp., Qwest or any Affiliate thereof has breached its obligations under the Acquisition Agreement, except, in each case, any such receipt of a payment that constitutes a Damages Event, or (y) constituting a post-closing purchase price adjustment under the Acquisition Agreement.
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Examples of Acquisition Agreement Recovery in a sentence

  • In the event and on each occasion that the Parent receives any Acquisition Agreement Recovery, it will, not later than five Business Days after receipt thereof, contribute the full amount of such Acquisition Agreement Recovery to the common capital of Holdings or utilize the full amount of such Acquisition Agreement Recovery to purchase Equity Interests of Holdings.

Related to Acquisition Agreement Recovery

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Transaction Agreement has the meaning set forth in the recitals.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Sale and Contribution Agreement means the Sale and Contribution Agreement, dated as of the date hereof, relating to the sale and contribution by Credit Acceptance to the Seller of the Conveyed Property, as defined therein.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Financing Agreement means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Factoring Agreement means any factoring agreement by and between Borrower and/or any Restricted Subsidiary and a Factor.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Project Funding Agreement means an agreement in the form of Schedule E that incorporates the terms of this Agreement and enables the Funder to provide one-time or short term funding for a specific project or service that is not already described in the Schedules;

  • Sale Agreement means the Sale Agreement Master Securitization Terms Number 1000, dated as of November 14, 2013, among SLM Funding LLC, as Seller, SLM Student Loan Trust 2013-6, as Purchaser, and Deutsche Bank Trust Company Americas, as Interim Eligible Lender Trustee and as Eligible Lender Trustee.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.