Exhibit A-3 definition

Exhibit A-3. DATA SECURITY MEASURES
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Exhibit A-3. As defined in this Agreement, "
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Exhibit A-3. “Commitment Fees” means commitment fees and any other fees or other amounts required by the Commitment Letter. “Commitment Letter” means an executed commitment letter, including (a) all exhibits, schedules, annexes, joinders and amendments to such agreements in effect as of the date hereof; (b) any associated fee letter in unredacted form and (c) any associated engagement letter in unredacted form, in each case, by and among Merger Partner (or any other member of the Merger Partner Group, if applicable), Spinco (or any other member of the Spinco Group, if applicable) and the financing sources party thereto (together with all additional lenders and financing sources joined to the Commitment Letter, the “Financing Lenders”), pursuant to which, among other things, the Financing Lenders have committed to provide Merger Partner (or any other member of the Merger Partner Group, if applicable) or Spinco (or any other member of the Spinco Group, if applicable) with financing in the amount set forth therein (together with any securities offering contemplated by the engagement letter in clause (c) above and any Permitted Alternative Financing, the “Financing”) for purposes of financing the Required Amount. “Companies Act” means the United Kingdom Companies Act of 2006. “Compliant” means, with respect to the Required Spinco Financial Information and the Required Merger Partner Financial Information, as applicable, that (a) such Required Spinco Financial Information and such Required Merger Partner Financial Information, as applicable, does not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary to make such Required Spinco Financial Information and Required Merger Partner Financial Information, respectively, in the light of the circumstances under which the Required Spinco Financial Information and the Required Merger Partner Financial Information were provided, not misleading; (b) such Required Spinco Financial Information and such Required Merger Partner Financial Information, as applicable, is, and remains throughout the Marketing Period, compliant in all material respects with all requirements of Regulation S-K and Regulation S-X under the Securities Act for offerings of debt securities on a registration statement on Form S-1 for a non-reporting company, subject to customary exceptions for an offering of debt securities pursuant to Rule 144A (including the exceptions in the definitions of “Required Merge...
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More Definitions of Exhibit A-3

Exhibit A-3. SunLink FDDI/S3.x Pre-FCS Quality Assurance Plan ______________________________________________________ * "Confidential portion has been omitted and filed separately with the Commission."
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Exhibit A-3. “Commitment Letter” shall have the meaning set forth in the Merger Agreement. “Confidential Information” means all information and materials (including trade secrets, software programs, Intellectual Property, data files, source code, computer chips, system designs and product designs, whether or not marked as confidential, whether furnished before or after the date hereof, whether oral, written or electronic, and regardless of the manner in which it is furnished, together with any notes, reports, summaries, analyses, compilations, forecasts, studies, interpretations, memoranda or other materials) (a) with respect to Merger Partner and Spinco (and members of their respective Groups), that relate to Merger Partner, the Merger Partner Group, the Spinco Group, Spinco Business, any Spinco Assets or any Spinco Liabilities or that was acquired by Remainco or any member of its Group after the Distribution Effective Time pursuant to Article IV or otherwise in accordance with any of the Transaction Documents and (b) with respect to Remainco (and any member of its Group), that relate to the Remainco Group, the Remainco Retained Business, any Remainco Retained Assets or any Remainco Retained Liabilities or that was acquired by Merger Partner (or any member of the Merger Partner Group) after the Distribution Effective Time pursuant to Article IV or otherwise in accordance with any of the Transaction Documents; except for any information or materials that (i) is or becomes generally available to the public other than as a result of disclosure by another Party, any members of its Group or any of its or their Representatives and (ii) is required or requested by applicable Law, Governmental Order or a Governmental Authority to be disclosed after prior notice has been given to the other Party (to the extent such prior notice is permitted to be given under applicable Law); provided that the disclosing Party, to the extent reasonably requested by the other Party, shall cooperate with such other Party in seeking an appropriate order or other remedy protecting such information from disclosure at the cost and expense of such other Party, (iii) is reasonably necessary to be disclosed in connection with any Action or (iv) was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Representative of such Party) that is not bound by a confidentiality agreement with respect to such information. It is u...
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Exhibit A-3. “Buyer Confidentiality Agreements” means, collectively, (a) that certain letter agreement dated June 26, 2023, between Remainco and Apollo Management X, L.P., as amended by that certain letter agreement, dated July 26, 2024, between Remainco and Apollo Management X, L.P., (b) that certain Clean Team Agreement, dated September 11, 2023, between Remainco and Apollo Management X, L.P., (c) that certain letter agreement dated April 10, 2024 between Xxxxxx Partner and Apollo Management X, L.P., as amended by that certain letter agreement, dated July 26, 2024, between Merger Partner and Apollo Management X, L.P. and (d) that certain Clean Team Agreement, dated May 22, 2024, between Merger Partner and Apollo Management X, L.P. “Buyer Disclosure Letter” means the Buyer Disclosure Letter that has been prepared by Xxxxx and that has been delivered by Xxxxx to Remainco and Xxxxxx Partner concurrently with the execution of this Agreement. “Buyer Group” shall have the meaning set forth in the Separation Agreement. “Buyer Material Adverse Effect” means any Effect that, individually or in the aggregate, has or would reasonably be expected to prevent or materially interfere with, materially impair or materially delay the Closing or the ability of Buyer or any Buyer Party to consummate the Equity Sale, the Merger or the Closing. “Buyer Party” means each of Buyer and Xxxxx Sub. “Buyer Regulatory Affiliates” means, collectively, (a) the Buyer Licensing Group and (b) the Ultimate Parent Entity of Buyer for purposes of the HSR Act or, for purposes of the obligations to make Antitrust Filings or FDI Filings, any other Affiliate of such Ultimate Parent Entity or the Guarantors that is required to make any such filing (but solely in the case of this clause (b) for purposes of making any such filing and providing information in connection therewith and not for purposes of any other representation, warranty covenant or agreement in this Agreement). “Buyer Related Parties” means, collectively, Buyer, Buyer Sub, the Buyer Regulatory Affiliates, the Buyer Required Gaming Licensees, any Guarantor, any of their respective Affiliates, any of their and their Affiliates’ respective direct or indirect current, former or future equityholders, partners, members, officers, directors, managers, employees and other Representatives, and their respective assignees. “Buyer Required Gaming Licensees” means (a) AP X Voyager VoteCo, LLC, a Delaware limited liability company (“VoteCo”), and any Entity ...
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Exhibit A-3 means that schedule attached hereto and made a part hereof, consisting of 1 page, which, as of the effective date of the Substituted and Replaced First Amendment, sets forth the acreage descriptions of the leases previously acquired by Red Rock and either active or held by production (the Red Rock Active Leases), and subsequently purchased by AMVEST, consisting of 9,120 acres (57 quarter-section leases).
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Exhibit A-3 to Addendum No. 1 to Office Lease Plan of Second Expansion Space EXHIBIT A-3 Seventh Floor Plan Intentionally Deleted
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Related to Exhibit A-3

  • Exhibit A means collectively Exhibits A-1 through A-n which incorporate into the Agreement the specific terms and conditions for each TCK licensed hereunder.

  • Exhibit D means Exhibit D to the Judgment;

  • Exhibit C attached hereto is a graphic representation of the Permanent Easement. In the event of an ambiguity in Exhibit B, Exhibit C may be used to resolve said ambiguity.

  • Exhibit B means [Vendor]’s Response.

  • Exhibit means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section of the solicitation.

  • Exhibit E means Exhibit E to the Judgment;

  • Exhibit F The awarded category pricing from the Contractor’s submitted Price Sheet from 3rd Bid RFP 15-80101507-SA-D

  • Exhibit One Mortgage Loan Schedule Exhibit Two: Schedule of Discount Fractions Exhibit Three: Information to be Included in Monthly Distribution Date Statement Exhibit Four: Standard Terms of Pooling and Servicing Agreement dated as of March 1, 2003 This is a Series Supplement, dated as of April 1, 2003 (the "Series Supplement"), to the Standard Terms of Pooling and Servicing Agreement, dated as of March 1, 2003 and attached as Exhibit Four hereto (the "Standard Terms" and, together with this Series Supplement, the "Pooling and Servicing Agreement" or "Agreement"), among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together with its permitted successors and assigns, the "Master Servicer"), and BANK ONE, NATIONAL ASSOCIATION, as Trustee (together with its permitted successors and assigns, the "Trustee").

  • attached means attached to this Agreement when used in relation to a schedule;

  • Exhibit 1 means Exhibit 1 to this Schedule C.

  • Exhibit 2 Standard File Codes – Delinquency Reporting

  • Exhibit IIB Standard File Codes - Delinquency Reporting The Loss Mit Type field should show the approved Loss Mitigation Code as follows: o ASUM- Approved Assumption o BAP- Borrower Assistance Program o CO- Charge Off o DIL- Deed-in-Lieu o FFA- Formal Forbearance Agreement o MOD- Loan Modification o PRE- Pre-Sale o SS- Short Sale o MISC- Anything else approved by the PMI or Pool Insurer NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types tx xxxse above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigatixx Xxpes prior to sending the file.

  • Substantially means over 51% from American products.” Therefore, over 51 percent of the final processed product (by weight or volume) must consist of agricultural commodities that were grown domestically. Thus, for foods that are unprocessed, agricultural commodities must be domestic, and for foods that are processed, they must be processed domestically using domestic agricultural food components that are comprised of over 51 percent domestically grown items, by weight or volume as determined by the SFA. For the purpose of the Awarded Contract the requirement means that applicable goods and services procured on behalf of or by SFAs for use in the Child Nutrition Programs using nonprofit food service account funds, the product’s food component is considered the agricultural commodity. FNS defines food component as one of the food groups, which comprises reimbursable meals. The food components are meats/meat alternates, grains, vegetables, fruits, and fluid milk. Refer to 7 CFR210.2 for full definitions. Any product processed by a winning vendor must contain over 51 percent of the product’s food component, by weight or volume, from U.S. origin. This definition of domestic product serves both the needs of schools and American agriculture. Products from Guam, American Samoa, Virgin Islands, Puerto Rico, and the Northern Mariana Islands are considered domestic products under this provision as these products are from the territories of the U.S. The Offeror by signing the Offeror’s Proposal is certifying meals sold through the SFA’s nutrition program are prepared and processed in the U.S. and contains over 51 percent of its agricultural food component, by weight or volume, from the U.S. If requested by the SFA, state, or federal government, the Selected FSMC will supply evidence supporting compliance with the Buy American provision. Additional clarification regarding the Buy American Provision can be found in USDA Memo Compliance with and Enforcement of the Buy American Provision in the National School Lunch Program SP 38-2017 dated 06/30/17. In the event a domestic product is not available, the Selected FSMC must;• Requests consideration from SFA (written documentation require) on the use of domestic alternative foods before approving an exception.• Document the use of a non-domestic food exception when competition reveals the cost of domestic is significantly higher than non-domestic food.• Document the use of a non-domestic alternative food due to the domestic food not produced or manufactured in sufficient and reasonable available quantities of a satisfactory quality.

  • Class A-7 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.

  • Class A-1A Certificate means any one of the Certificates with a "Class A-1A" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class A-2B Certificate Any Certificate designated as a "Class A-2B Certificate" on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

  • Class A-2C Certificate Any Certificate designated as a "Class A-2C Certificate" on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

  • Form of Contract means the document comprising Section 1 of the Contract signed by or on behalf of the Parties confirming their willingness to enter into and be bound by the terms of the Contract.

  • Class A-2A Certificate Any Certificate designated as a "Class A-2A Certificate" on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

  • Class A-8 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-8 and Exhibit C hereto.

  • Class A-3 Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-3 hereto.

  • Class A-4 Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-4 hereto.

  • Floor Plan means the floor plan attached to the Lease as EXHIBIT “C.”

  • Legal Description means a complete description of land to be annexed without internal references to any other document, and shall be described in one of the following ways:

  • Class H Certificate means any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class A-5 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-5 and Exhibit C hereto. Class A-5 Certificateholder: The registered holder of a Class A-5 Certificate.