Partnership Parties Closing Certificates shall have the meaning ascribed to such term in Section 6.2(a).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
Partnership Parties has the meaning assigned to such term in the preamble.
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.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.
Series Closing Date means the date designated as such in the Series Term Sheet.
Buyer Parties means Buyer, its Affiliates, their members, officers, directors, employees, agents, representatives, successors, and assigns.
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Seller Parties has the meaning set forth in the preamble to this Agreement.
Operating Partnership Agreement means the Fifth Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.
Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.
Seller’s Closing Documents as defined in Section 3.2(a).
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Parent Agreement has the meaning given to it in Clause 12;
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Selling Parties shall have the meaning specified in the preamble.
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
MLP Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the MLP, as amended or restated from time to time.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;