Marked Agreement definition

Marked Agreement has the meaning set forth in Section 5.2(d).
Sample 1Sample 2Sample 3
Marked Agreement. Section 10.5.2.
Sample 1Sample 2
Marked Agreement shall have the meaning set forth in Section 11.6.2. "Material Adverse Effect" means any change or event that has a material adverse effect on the business, assets, properties, financial condition or results of operations of the Business taken as a whole, except any change or event resulting from, relating to or arising out of: (a) any act or omission of a Seller taken with the prior written consent of the Purchaser; (b) any action taken by Seller or Purchaser or any of their respective representatives required by the terms of this Agreement; (c) general business or economic conditions; (d) conditions affecting the industry and markets in which the Business generally operates; (e) increases in energy, electricity, natural gas, raw materials or other operating costs; (f) changes resulting from the filing of the Bankruptcy Cases or from any action required by the Bankruptcy Court; (g) national or international political or social conditions, including the engagement by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon such country, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of any of such countries; (h) acts of God; (i) financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index); (j) changes in United States generally accepted accounting principles or generally accepted accounting principles of any foreign jurisdiction; (k) changes in any Law; (l) any existing event, occurrence or circumstance listed in the Disclosure Schedules as of the date hereof; (m) any adverse change in or effect on the Business that is cured, in its entirety, by Seller before the earlier of: (1) the Closing Date; and (2) the date on which this Agreement is terminated pursuant to Section 9.1 hereof; or (n) the regulatory status of the Purchaser.
Sample 1

Examples of Marked Agreement in a sentence

  • In the event that the Successful Bidder fails to close the transactions contemplated in the Purchase Agreement (or the applicable Marked Agreement), then the Trustee shall be authorized, but not required, to close with the Next Highest Bidder without notice to any other party or further court order.

  • If the Successful Bidder (or a Next Highest Bidder who agrees to maintain its status as a back-up bidder) timely closes by the closing date set forth in the Purchase Agreement or, if applicable, a Marked Agreement, then its Good Faith Deposit shall be credited towards the amount due at closing under the Purchase Agreement or such Marked Agreement.

  • If the Successful Bidder (or a Next Highest Bidder who agrees to maintain its status as a back-up bidder) fails to timely close by the closing date set forth in the Agreement or, if applicable, a Marked Agreement, then its Good Faith Deposit shall be disposed of as provided in the Purchase Agreement (or the applicable Marked Agreement) or the Bidding Procedures.

  • The Trustee and the Successful Bidder shall close the transactions contemplated by the Purchase Agreement (or the applicable Marked Agreement) in accordance with the Purchase Agreement (or the applicable Marked Agreement).

  • The Good Faith Deposits of all Qualified Bidders shall be held by the Trustee in one or more interest-bearing escrow accounts or, with respect to that of Buyer, in a manner consistent with the Purchase Agreement and the Bidding Procedures, but shall not become property of the Debtor’s estate absent further order of the Bankruptcy Court or pursuant to the terms and conditions of the Purchase Agreement (or the applicable Marked Agreement) or the Bidding Procedures.

  • Subject to the terms and conditions of the Purchase Agreement or Marked Agreement, as the case may be, the Good Faith Deposits made by Qualified Bidders, other than those made by the Successful Bidder and any Next Highest Bidder who agrees to maintain its status as a back-up bidder, together with any and all interest that may have accrued thereon, shall be returned to such Qualified Bidder within ten (10) business days following the conclusion of the Auction.

  • A Potential Bidder that desires to make a bid shall deliver by mail or hand delivery a signed and dated Marked Agreement and the Good Faith Deposit so that both are received by the Trustee by not later than 5:00 p.m. (PST), two (2) business days prior to the Auction (the “Bid Deadline”), addressed as follows: Daniel A.

  • In the event that an Auction is held, the Trustee intends to enter into the transaction contemplated by the Purchase Agreement or by the Marked Agreement, as applicable, with the Successful Bidder, whether such buyer is Buyer or another Qualified Bidder.

  • Annexed hereto as Exhibit A is the Buyer's marked ---------------- agreement ("Marked Agreement"), as required by the Bidding Procedures.

  • The Sellers intend to present the results of the Auction and the Agreement or the Marked Agreement, as the case may be, to the Bankruptcy Court at a hearing (the "Approval Hearing"), at which the Sellers will request that the Bankruptcy Court (i) confirm the results of the Auction, including that the Auction complied with the Bidding Procedures and the Bidding Procedures Order, and (ii) approve the selection of the Successful Bid and the Successful Bidder, as the highest and best offer for the Business.

Related to Marked Agreement

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Client Agreement means the agreement between the Company and the Client, which together with the Terms of Business are defined as “Operative Agreements” and govern the terms on which the Company deals with the Client.

  • Admission Agreement An admission agreement in the form available on the Civil Service Pensions website immediately prior to the Relevant Transfer Date to be entered into by the Supplier where it agrees to participate in the Schemes in respect of the Services;

  • Letter Agreement means that certain letter agreement between the initial Holder hereof and the Company, dated as of August 21, 2023, pursuant to which such initial Holder agreed to exercise one or more warrants to purchase shares of Common Stock and the Company agreed to issue to the initial Holder this Warrant.

  • Waiver Agreement means an agreement between

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Specified Agreement is defined in Section 8.1(e) of the Agreement.

  • Mutual aid agreement means an agreement between the City and a town or other city for the City’s fire department to provide assistance to the fire department of a town or other city.

  • TRIPS Agreement means the Agreement on Trade-Related Aspects of Intellectual Property Rights in Annex 1C to the WTO Agreement;

  • Commercial Agreement means an agreement, other than an agency agreement, made between carriers and relating to the provision of their joint services for carriage of passengers by air;

  • Lien Waiver Agreement means an agreement which is executed in favor of Agent by a Person who owns or occupies premises at which any Collateral may be located from time to time and by which such Person shall waive any Lien that such Person may ever have with respect to any of the Collateral and shall authorize Agent from time to time to enter upon the premises to inspect or remove the Collateral from such premises or to use such premises to store or dispose of such Inventory.

  • Reservation Agreement means a written contract entered into between MBOH and the taxpayer to provide for a Reservation and setting forth the terms and conditions under which the taxpayer may obtain a Carryover Commitment or Final Allocation.

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Cross License Agreement means that certain Cross License Agreement between and among Medarex, Cell Genesys, Inc., Abgenix, Inc., Xenotech, L.P. and Japan Tobacco Inc., dated March 26, 1997.

  • Amended Agreement has the meaning set forth in the recitals.

  • Covered agreement means an agreement entered into pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, 31 U.S.C. 313 and 314, that is currently in effect or in a period of provisional application and addresses the elimination, under specified conditions, of collateral requirements as a condition for entering into any reinsurance agreement with a ceding insurer domiciled in this state or for allowing the ceding insurer to recognize credit for reinsurance.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Concession Agreement means the Concession Agreement referred to in Recital (A) above and annexed hereto as Annex-A, and shall include all of its Recitals and Schedules and any amendments made thereto in accordance with the provisions contained in this behalf therein;

  • Termination Agreement has the meaning set forth in the Recitals.

  • TBT Agreement means the Agreement on Technical Barriers to Trade, which is part of the WTO Agreement;

  • Construction Agreement means the proposed building agreement between the Company and a proposed builder substantially in the form of the draft agreement a copy of which has been signed on behalf of the Authority and the Company for the purposes of identification;

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Joint Agreement means a type of Fund Use Agreement between the Consortium and the Fund Council that sets forth an umbrella set of terms and conditions that govern principally the submission and approval of CRP proposals and the transfer and use of funds from the CGIAR Fund for implementation of CRPs.

  • Transaction Agreement has the meaning set forth in the recitals.