Certain Other Definitions. The following terms used herein shall have the meanings set forth below:
Certain Other Definitions. The following terms are defined in the respective Sections of this Agreement indicated: Affiliate Agreements Section 3.20 Agreed Amount Section 10.7(b) Agreement Recitals Base Purchase Price Section 2.6(a) Benefit Plan and Benefit Plans Section 3.14(a) Certificate of Formation Section 3.1(c) Claim Dispute Period Section 10.7(b) Claimed Amount Section 10.7(a) Closing Section 2.2 Closing Date Section 2.2 Closing Date Statement Section 2.8(b) Company Recitals Company Accounts Receivable Section 3.18(a) Company Closing Certificate Section 2.9(d) Company Confidential Information Section 7.2(a) Company Delivered Returns Section 3.11(a)(v) Company Financial Statements Section 3.5(a) Company Inbound IP Contract Section 3.16(d) Company Interim Balance Sheet Section 3.5(a) Company IT Systems Section 3.16(p) Company Leased Real Property Section 3.10(b) Company Major Customers Section 3.6(a) Company Major Suppliers Section 3.6(b) Company Material Contract Section 3.15(a) Company Outbound IP Contract Section 3.16(e) Company Real Property Lease Section 3.10(b) Company Required Consent Section 3.4(a) Company Returns Section 3.11(a)(i) Company Standard Form IP Agreements Section 3.16(h) Contested Amount Section 10.7(b) Continuing Affiliate Agreements Section 6.6 Dispute Notice Section 2.8(c)(i) Dispute Period Section 2.8(c)(i) Escrow Agreement Section 2.10(a) Escrow Balance Section 10.11(a) Equity Pool Interest Section 7.7 Estimated Closing Date Statement Section 2.8(a) Estimated Purchase Price Section 2.8(a) Final Purchase Price Section 2.8(d)(i) FIRPTA Affidavit Section 2.9(a)(viii) General Survival Date Section 10.1(a) Inbound IP Contract Section 3.16(d) Insurance Policies Section 3.17(a) Interim Period Section 6.1(a) Manager Section 2.9(a)(ii) Notice of Claim Section 10.7(a) Original Agreement Recitals Outside Date Section 11.1(b) Payment Agent Section 2.6(a) Payment Agent Agreement Section 2.6(c)(v) Payment Fund Section 2.6(a) Payoff Letters Section 2.9(a)(vi) Pending Claim Amount Section 10.11(a) Proprietary Information Section 3.16(h) Public Official Section 3.22(c) Purchase Price Section 2.6(a) Purchased Equity Recitals Purchaser Recitals Purchaser Accounts Receivable Section 3.18(a) Purchaser Closing Certificate Section 2.9(b)(v) Purchaser Prepared Returns Section 8.3 Private Placement Condition Section 9.2(g) Released Claims Section 7.4(a) Released Parties Section 7.4(a) Releasing Parties Section 7.4(a) Releasing Party Section 7.4(a) Response Notice Section 10.7...
Certain Other Definitions. As used in this Agreement, the following terms shall have the following respective meanings:
Certain Other Definitions. (i) For purposes of this Agreement, “Cause” shall have the meaning ascribed to such term under any employment agreement between the Recipient and the Company and, absent any such definition, shall mean the occurrence of any of the following events: (A) the Recipient’s theft or embezzlement, or attempted theft or embezzlement, of money or property of the Company or of an affiliate of the Company, the Recipient’s perpetration or attempted perpetration of fraud, or the Recipient’s participation in a fraud or attempted fraud, on the Company or an affiliate of the Company or the Recipient’s unauthorized appropriation of, or the Recipient’s attempt to misappropriate, any tangible or intangible assets or property of the Company or an affiliate of the Company; (B) the Recipient’s commission of a felony or any other crime the commission of which results in injury to the Company or an affiliate of the Company; (C) the Recipient’s gross negligence or the Recipient’s willful misconduct in the performance of his or her duties to the Company and its affiliates, or a willful failure to perform his or her duties (other than due to physical illness or incapacity); or (D) any material violation of any material restriction to which the Recipient is subject from time to time regarding the disclosure or use of confidential information of the Company or an affiliate, client, customer, prospect, or merger or acquisition target of the Company, or regarding competition with the Company or an affiliate of the Company pursuant to any non-competition obligations to which the Recipient is subject from time to time. If the Recipient ceases to be an employee of the Company and its affiliates for reasons other than Cause at a time when grounds for Cause exist shall be deemed terminated for Cause for purposes of this Agreement. The determination of the Committee as to the existence of Cause shall be conclusive and binding upon the Recipient and the Company.
Certain Other Definitions. When used herein with its initial letter(s) capitalized, a term which is not defined in Section 1.1 shall be given the definition assigned to it elsewhere in this Agreement.
Certain Other Definitions. (a) “Affiliated Companies” shall include any company controlled by, controlling or under common control with the Company.
Certain Other Definitions. Defined in Section
Certain Other Definitions. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement. The capitalized terms set forth below (in their singular and plural forms as applicable) shall have the following meanings:
Certain Other Definitions. The following shall apply notwithstanding anything in this Agreement or the Plan to the contrary. The term “Change in Control” has the meaning given such term in Section 2(d) of the Spectra Energy Corp 2007 Long-Term Incentive Plan. The term “Subsidiaries” shall mean any entity that is wholly owned, directly or indirectly, by the Company, or any other affiliate of the Company that is so designated, from time to time, by the Committee.
Certain Other Definitions. In addition the terms defined elsewhere in this Agreement, the following terms shall have the definitions set forth below for the purposes of this Agreement:
