Columbia Seller definition

Columbia Seller has the meaning assigned to such term in the definition of “Columbia Acquisition Agreement”.

Columbia Seller has the meaning assigned to such term in the definition of “Columbia Acquisition Agreement”. “Commitment” means an Initial Term Commitment or Incremental Term Commitment. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Communications” has the meaning assigned to such term in Section 8.03(c). “Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). 9 #92274486v19

Columbia Seller has the meaning assigned to such term in the definition of “Columbia Acquisition Agreement”. “Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01A, or in the Assignment and Assumption or other documentation contemplated hereby pursuant to which such Lender shall have assumed its Commitment, as applicable. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. “Communications” has the meaning assigned to such term in Section 8.03(c). “Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by the Administrative Agent in accordance with: (1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that: (2) if, and to the extent that, the Administrative Agent determines that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that the Administrative Agent determines in its reasonable discretion are substantially consistent with any evolving or then-prevailing market convention for determining compounded SOFR for U.S. dollar-denominated syndicated credit facilities at such time; provided, further, that if the Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for the Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Benchmark Replacement.” “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net incom...

Examples of Columbia Seller in a sentence

• Purchaser and Seller agree that any claim or litigation arising out of this Agreement, or the transaction contemplated hereby, shall be made or brought no later than December 31, 1998 ("Limitation Date"), and that any litigation shall be brought in the courts of the District of Columbia or in the courts of the United States for the District of Columbia, Seller and Purchaser consenting to the venue of such courts.

• Any litigation arising out of this Agreement shall be brought in the Superior Court of the District of Columbia or in the United States District Court for the District of Columbia, Seller and Purchaser consenting to the venue of such courts.

• Parent, the Company, Columbia Blocker, TKH Blocker, the Columbia Seller and the TKH Sellers desire to make certain representations, warranties, covenants and agreements in connection with the Acquisitions (as defined herein) and also to prescribe various conditions thereto.

• To the Knowledge of Columbia Blocker and Columbia Seller, except for interests of Columbia Seller in Columbia Blocker and other Persons who are Company Stockholders, no officer, director or consultant of Columbia Blocker or Columbia Seller is a party to any Contract with Columbia Blocker.

• Parent and, as applicable, the Company, the Columbia Seller and the TKH Sellers, agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Aggregate Consideration for federal, state, local and foreign income tax purposes unless a contrary treatment is required under applicable Law.

• Neither Columbia Blocker nor Columbia Seller (insofar as it relates to Columbia Blocker, the Company or the Company Subsidiaries) is subject to any Order (other than Orders of general applicability to Columbia Blocker’s industry or business).

• Neither Columbia Blocker nor Columbia Seller has breached and is not in breach of the XM Agreement and there is no Legal Proceeding pending or, to the Knowledge of Columbia Blocker and Columbia Seller, threatened against Columbia Blocker or Columbia Seller (or to the Knowledge of Columbia Blocker and Columbia Seller, pending or threatened, against any of the consultant or directors of Columbia Blocker or Columbia Seller), in each case relating to or arising from the XM Agreement.

• No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Columbia Seller or Columbia Blocker in connection with the transactions contemplated by this Agreement and no Person is entitled to any fee or commission or like payment in respect thereof.

• Such agency may be changed by the Company Stockholders, the Columbia Seller and the TKH Sellers from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Stockholder Representative may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent.

• To the Knowledge of Columbia Blocker and Columbia Seller, there is no basis for any such Legal Proceeding.