Specified Contract means any of the following Contracts (together with all exhibits and schedules thereto) to which the Company or any Subsidiary is a party:
Specified Contracts has the meaning set forth in Section 4.13(a).
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.
Qualified Contract A Contract that qualifies under the Code as an individual retirement annuity (“IRA”) or a Contract purchased under a Qualified Plan that qualifies for special tax treatment under the Code. Qualified Plan — A retirement plan that receives favorable tax treatment under Section 401, 403, 408, 408A or 457 of the Code. Quarterly Contract Anniversary — Every three month anniversary of the Contract Date. SEC — Securities and Exchange Commission.
Asset Schedule means with respect to any Transaction as of any date, an asset schedule in the form of a computer tape or other electronic medium (including an Excel spreadsheet) generated by Seller and delivered to Buyer and the Custodian, which provides information (including, without limitation, the information set forth on Exhibit E attached hereto) relating to the Purchased Mortgage Loans in a format reasonably acceptable to Buyer.
Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Specification Schedule means the Schedule containing details of the Specification.
Implementation Schedule means the Implementation Schedule in Section VII of the tendering documents.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
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.
EPC Contract means the Seller’s engineering, procurement and construction contract with the EPC Contractor.
Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.
Project Completion Schedule means the progressive Project Milestones set forth in Schedule-J for completion of the Project Highway on or before the Scheduled Completion Date;
Completion Schedule means the fulfilment of the Related Services by the Supplier in accordance with the terms and conditions set forth in the Contract;
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Purchase Price Allocation Schedule has the meaning set forth in Section 5.11(f)(ii).
Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.
Closing Statement means the Closing Statement in the form on Annex A attached hereto.
Purchaser Deliverables has the meaning set forth in Section 2.2(b).
Construction Schedule means a construction schedule indicating the planned start and completion dates of the major activities of the Work as set out in Appendix [ ], a future Appendix;
Material Project EBITDA Adjustments means, with respect to each Material Project:
Closing Checklist means the schedule, including all appendices, exhibits or schedules thereto, listing certain documents and information to be delivered in connection with the Agreement, the other Loan Documents and the transactions contemplated thereunder, substantially in the form attached hereto as Annex D.
of a specified Person means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such specified person;