Ancillary Instruments definition

Ancillary Instruments. Section 3.2(a) "Average Closing Price" - Section 1.2 "CERCLA" - Section 3.10(c) "Claim" - Section 6.1 "Closing" - Section 9 "Closing Date" - Section 7 "Code" - Section 2 "Company" - Section 10.11 "Company Employees" - Section 3.15(a) "Disclosure Schedule" - Section 10.1 "Employee Plans/Agreement(s)" - Section 3.15(a) "Environmental Laws" - Section 3.10(c) "ERISA" - Section 3.15(a) "Government Entities" - Section 3.3 "Indemnified Party" - Section 6.3(a) "Indemnifying Party" - Section 6.3(a) "Laws" - Section 3.3 "Liens" - Section 3.11(a) "Litigation" - Section 3.9 "Orders" - Section 3.3 "PBGC" - Section 3.15(b)(ii) "Products" - Section 3.20 "Real Property" - Section 3.11(c) "Recent Balance Sheet" - Section 3.4 "Securities Act" - Section 3.29 "Subsidiary" - Section 3.1(d) "Trade Rights" - Section 3.17 "Value per BCSI Security" - Section 1.2 "Waste" - Section 3.10(c) Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number.

Ancillary Instruments. Section 3.2.(a)

Ancillary Instruments means all schedules or certificates delivered pursuant to this Agreement.

Examples of Ancillary Instruments in a sentence

• Except for filings required by applicable Competition Laws or Foreign Direct Investment Laws in the jurisdictions set forth in Exhibit C, no consent, approval, license, or Order by, or declaration or filing with, or notice to, any Regulatory Authority is required by or with respect to Buyer or Parent in connection with the execution, delivery, or performance of this Agreement or any of the Ancillary Instruments or the consummation of the transactions contemplated hereby and thereby.

• The indemnification provisions of this Article 8 shall be the sole and exclusive remedy available to the Parties with respect to all claims arising out of or relating to the negotiation, execution, or performance of this Agreement and the Ancillary Instruments; provided, however, that the provisions of this Section 8.7 shall not apply to claims based on fraud or affect the ability of a Party to seek equitable relief, including specific performance, of a covenant set forth in this Agreement.

• The execution and delivery by Seller and the Group Companies (as applicable) of this Agreement and the Ancillary Instruments to be executed and delivered by Seller and the Group Companies (as applicable) and the consummation by Seller and the Group Companies (as applicable) of the transactions contemplated hereby and thereby have been duly authorized by Seller and the Group Companies (as applicable).

• This Agreement (including its exhibits and schedules) supersedes all prior agreements, and constitutes (together with the Ancillary Instruments) a complete and exclusive statement of the terms of the agreement, between the Parties with respect to its subject matter.

• No other or further corporate or limited liability company (as applicable) act or proceeding on the part of Buyer or Parent is necessary to authorize this Agreement or the Ancillary Instruments to be executed and delivered by Buyer or the consummation by Xxxxx and Parent of the transactions contemplated hereby and thereby.

More Definitions of Ancillary Instruments

Ancillary Instruments refers to all documents and agreements delivered in connection with this Agreement.

Ancillary Instruments. Section 3.2.(a) "Business" - Recitals "Buyer" - First Paragraph "Claim" - Section 8.1 "Closing" - Preamble to Article 9 "Closing Date" - Section 9 "Common Shares" - Section 1.1 "Company" - First Paragraph "Deltec" - Section 2.1.(c) "Disclosure Schedule" - Section 11.1 "Employee Plans/Agreement(s)" - Section 3.16.(a) "Employees" - Section 3.16.(a) "ERISA" - Section 3.16.(a) "Facilities" - Recitals "Fiskars" - First Paragraph "Fiskars Company" - Section 3.1.(d) "Government Entities" - Section 3.3 "Holdings" - First Paragraph "HSR Act" - Section 3.3 "Indemnified Party" - Sectixx 0.3.(a) "Indemnifying Party" - Section 8.3.(a) "Laws" - Section 3.3 "Lien" - Section 3.13.(a) "Litigation" - Section 3.10 "Material Adverse Effect" - Section 3.6.(a) "Orders" - Section 3.3 "Permitted Liens" - Section 3.13.(a) "Preferred Shares" - Section 1.2 "Purchase Price" - Section 2.1 "Real Property" - Section 3.13.(b) "Recent Balance Sheet" - Section 3.4 "Shareholder" - First Paragraph "Shareholders' Knowledge" - Article 3 (Intro) "Shares" - Recitals "Subsidiary" - Section 3.1.(d) "Trade Rights" - Section 3.18 "WARN" - Section 5.11 Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number.

Ancillary Instruments means exhibits, schedules, or other attachment, if any, to the Agreement.

Ancillary Instruments means all schedules, exhibits, certificates, agreements, documents or statements delivered pursuant to this Agreement;

Ancillary Instruments means any agreement, instrument, or document that is required to be delivered at the Closing pursuant to Section 9.2 or Section 9.3 or that is otherwise executed, or required to be executed, by any Party in furtherance of this Agreement or the consummation of the transactions contemplated by this Agreement. “Arbitration Rules” shall have the meaning set forth in Section 11.5(b). “Benefit Plan” shall have the meaning set forth in Section 3.20(a). “Books and Records” shall mean all corporate records (including Organizational Documents), books of account, financial statements, Tax records, personnel records, historic documents relating to employees, employee plans, assets, sales and purchase records, cost and pricing information, customer and supplier lists and files, referral sources, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, business reports, plans and projections and all other documents, files, correspondence and other information of the Group Companies. “Burdensome Condition” shall have the meaning set forth in Section 5.3(b)(iii). “Business Day” shall mean a day on which commercial banks are open for business in Toronto, Ontario and Greensboro, North Carolina, but excludes a Saturday, Sunday, or any statutory or civic holiday in Toronto, Ontario or Greensboro, North Carolina. “Buyer” shall have the meaning set forth in the preamble of this Agreement. “Buyer Benefit Plans” shall have the meaning set forth in Section 6.6(b). “Buyer Indemnified Parties” shall have the meaning set forth in Section 8.1. “Cash Amount” shall mean those assets of the Group Companies consisting of the “cash and cash equivalents” line item of the Reference Closing Statement, the Estimated Closing Statement, the Preliminary Closing Statement, or the Final Closing Statement, as the case may be, together with, or less, as the case may be, the adjustments contemplated by Section 6.9 hereof. Notwithstanding the foregoing, the Cash Amount shall not include (a) any Restricted Cash or (b) any asset of any Group Company that is included in the calculation of the Net Working Capital. The Cash Amount may be a positive or negative number. For clarity, the Cash Amount shall be calculated after giving effect to the settlement of all intercompany accounts pursuant to Section 5.6.

Ancillary Instruments means all schedules, exhibits, certificates, agreements, documents or statements delivered pursuant to the Agreement or the transactions contemplated hereby, including, without limitation, the Underwriting Agreement.

Ancillary Instruments. Section 3.2.(a) "Buyer's Affiliates" - Section 6.1 "CERCLA" - Section 3.10.(c) "Claim" - Section 6.1 "Closing" - Preamble to Article 9 "Closing Date" - Section 7 "Code" - Section 3.5.(e) "Common Stock" - Section 2.2(b) "Company Employees" - Section 3.15.(a) "Contingent Payment" - Section 2.1 "Disclosure Schedule" - Article 10