Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.
Buyer Representatives shall have the meaning set forth in Section 6.4(a).
Certification Practice Statement means a statement issued by a Certifying Authority to specify the practices that the Certifying Authority employs in issuing Digital Signature Certificates;
Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.
Auditing Profession Act ’ means the Auditing Profession Act, 2005 (Act No. 26 of 2005);
Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.
Buyer has the meaning set forth in the preamble.
BBA Partnership Audit Rules means Sections 6221 through 6241 of the Code, and any regulations promulgated or proposed under any such Sections and any administrative guidance with respect thereto.
Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.
Seller’s Accountants means Xxxxx Xxxxxxxx LLP.
Uniform Standards of Professional Appraisal Practice means the current standards of the appraisal profession, developed for appraisers and users of appraisal services by the Appraisal Standards Board of the Appraisal Foundation.
Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.
CPA Firm has the meaning set forth in Section 2.3(c).
Seller’s Actual Knowledge means the actual knowledge of the managing general partners, and the Seller's bookkeeper. Each warranty and representation is material and reasonably relied upon by Buyer, and each is accurate and complete and neither omits nor misstates any material fact, as of the date of this Agreement and the date of Closing. Seller and Buyer acknowledge and agree that Buyer will have an ample opportunity to examine financial and legal documents, records, files and information and all physical items and conditions relating to the Property during the inspections specified by sections 3.2, 3.3 and 3.4 of this Agreement. Accordingly, except as otherwise specifically stated in writing between the Buyer and the Seller, Seller hereby specifically disclaims any warranty, guaranty or representation concerning (a) the water, soil and geology and suitability thereof, and of the Property for any and all activities and uses which Buyer may elect to conduct thereon, (b) the existence of any environmental hazards or conditions thereon (including but not limited to the presence of asbestos or the release or threatened release of hazardous substances), (c) compliance with all applicable laws, rules or regulations, the nature and extent of any right-of-ways, lease possession, lien, encumbrance, license, reservation or condition and (d) the compliance of the Property or its operation with any laws, ordinances or regulations of any government or other body. Buyer acknowledges that it will inspect the Property and will rely solely upon its investigation of the Property, except as otherwise specifically stated in writing between the Buyer and Seller. The sale of the Property as provided for herein is made on an "AS IS"
Seller Related Parties means Seller, RAR, ROP, the Applicable Parties, any Affiliate of Seller and their respective direct or indirect members, partners, stockholders, officers, directors, employees and agents.
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.
Purchaser's Accountants means Deloitte & Touche LLP, independent accountants of the Purchaser.
Seller Representatives has the meaning set forth in Section 5.8(a).
Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.
Buyer’s Accountants means Xxxxx Xxxxxxxx LLP.