Operations Prior to
Closing. MLMP and Homes to conduct business in the ordinary course until consummation of the transaction. Definitive agreement to include appropriate affirmative and negative covenants concerning pre- closing operations.
Seller’s Closing Documents as defined in Section 3.2(a).
Sellers has the meaning set forth in the preamble.
Seller Entities means the Seller and its affiliates other than the Buyer Entities;
Seller Parties has the meaning set forth in the preamble to this Agreement.
Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.
Project Buyer means the City’s employee assigned to serve as the contact person for Bidders/Sellers responding to Invitations For Bid or completing contracts herein.
Title V operating permit means a permit issued under Chapter 3745-77 of the Administrative Code.
Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.
Seller has the meaning set forth in the Preamble.
Seller Ancillary Documents means any certificate, agreement, document or other instrument, other than this Agreement, to be executed and delivered by the Seller or any Affiliate of the Seller in connection with the transactions contemplated hereby, including, but not limited to the Transaction Documents.
Buyer’s Representatives means Buyer, any direct or indirect owner of any beneficial interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any beneficial interest in Buyer.
Transaction-Specific Hedge means any Transaction that is an interest rate cap, interest rate floor or interest rate swaption, or an interest rate swap if (x) the notional amount of the interest rate swap is “balance guaranteed” or (y) the notional amount of the interest rate swap for any Calculation Period otherwise is not a specific dollar amount that is fixed at the inception of the Transaction.
Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Seller Parent has the meaning set forth in the Preamble.
Buyer has the meaning set forth in the preamble.
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.
Property Owners association" or "association" means an incorporated or unincorporated entity upon
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
Selling Parties shall have the meaning specified in the preamble.
Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).
Sale Documents means this Agreement, the Fee Agreement, the Exhibits hereto to which the Seller is a party and all other certificates, instruments, agreements and documents executed from time to time by the Seller in connection with the transactions contemplated in this Agreement.
Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;
Acquired Entities means the Company and each of its Subsidiaries, collectively.