Seller’s Closing Documents as defined in Section 3.2(a).
Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).
Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.
Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.
Purchaser’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP.
Purchaser Parent 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.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.
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.
Purchaser’s Representatives shall have the meaning ascribed to it in Section 6(a) herein.
Purchaser Counsel has the meaning set forth in Section 6.2(a).
Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Secondary Seller means the Seller whose Bid City selected as a back-up supplier in the event the Primary Seller is unable to provide all the Goods and/or Services required.
Selling Parties shall have the meaning specified in the preamble.
Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Buyer has the meaning set forth in the preamble.
Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.
Private Letter Ruling has the meaning set forth in the recitals.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Purchaser Documents has the meaning set forth in Section 6.2.
Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
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.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Purchaser Deliverables has the meaning set forth in Section 2.2(b).