Primary Transaction Agreements definition

Primary Transaction Agreements has the meaning set forth in the Separation and Distribution Agreement.
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Primary Transaction Agreements has the meaning set forth in the definition of Ancillary Agreements.
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Primary Transaction Agreements means this Agreement, the Exchange Agreement, including Exhibit A thereto, the Subscription Agreements and the Buyer LPA.
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Examples of Primary Transaction Agreements in a sentence

  • Any agreements entered into or documents executed pursuant to the Primary Transaction Agreements shall be reasonably acceptable to Comcast.

  • Subject to Section 7.3(c) all representations, warranties, covenants and agreements made by the parties hereto in this Agreement, the Disclosure Schedules and the documents to be executed in connection with this Agreement and the Primary Transaction Agreements, will survive the Closing.

  • Nothing in this Section 12.4(f) shall limit any Party’s right to seek and obtain any equitable relief to which such Party may be entitled pursuant to any provision of the Primary Transaction Agreements or to seek any remedy on account of any fraud, willful misconduct or intentional misstatements.

  • None of the issued and outstanding shares of Ben NV were issued in violation of any preemptive rights and, as of the Execution Date, and except as set forth in Schedule 5.8 and as disclosed in the SEC Reports, (a) no shares of Ben NV’s capital stock are subject to preemptive rights and (b) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Transaction Securities as described in the Primary Transaction Agreements.

  • To such Xxx Party’s knowledge, and subject to obtaining the Shareholder Approval and such other filings and consents contemplated by the Primary Transaction Agreements, the Transactions comply in all materials respects with all applicable laws, including the Kansas Technology-Enabled Fiduciary Financial Institutions Act.

  • In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth in any Primary Transaction Agreement or otherwise relating to the subject matter of the Primary Transaction Agreements it may have against any other party, except pursuant to the indemnification provisions set forth in the Primary Transaction Agreements.

  • The execution and delivery of the Primary Transaction Agreements to which Seller or Buyer is a party by Seller or Buyer and the performance and consummation of the Transactions, do not require any registration, filing, qualification, consent or approval under any law, rule, regulation, judgment, order, writ, decree, permit or license to which Seller or Buyer may be subject.

  • Each Limited Partner will have up to 20 business days after the delivery of the Consent Solicitation to submit a written response to the Consent Solicitation to the Seller GP (“LP Consent”) indicating whether such Limited Partner has elected (which election shall be irrevocable) to participate in the Transactions, including all agreements and instruments required to be executed by such Limited Partner in connection therewith in accordance with the Primary Transaction Agreements.

  • Any assignment, conveyance, encumbrance, hypothecation or other transfer (“Transfer”) of all or any portion of the right, title or interest in or to any Offered Preferred Shares shall be subject to the articles of incorporation (including the Certificate of Designation for the Offered Preferred Shares) and bylaws of Ben NV and any applicable provisions of the Primary Transaction Agreements but shall not be prohibited or restricted in any way by this Section 13.

  • The Primary Transaction Agreements and the Ancillary Agreements constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and the Purchaser with respect to the subject matter hereof and thereof.

Related to Primary Transaction Agreements

  • Acquisition Agreements has the meaning specified in the Recitals.

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

  • Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

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

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • Investment Agreements has the meaning set forth in the Recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Reinvestment Agreements One or more reinvestment agreements, acceptable to the Rating Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

  • 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.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Sale Agreements This Agreement, the Current Excess Servicing Spread Acquisition Agreement for FHLMC Mortgage Loans, the Current Excess Servicing Spread Acquisition for GNMA Mortgage Loans and the Current Excess Servicing Spread Acquisition Agreement for Non-Agency Mortgage Loans.

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

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.