Recipient Party Closing Certificate has the meaning set forth in Section 7.3(b).
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).
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.
Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.
Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.
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.
Pricing Certificate means a Pricing Certificate substantially in the form of Exhibit C hereto, properly completed and signed by an Authorized Officer of the Borrower.
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.
practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;
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.
Sellers’ Representative has the meaning set forth in the Preamble.
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.
Locational UCAP Seller means a Member that sells Locational UCAP.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
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.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Purchaser Deliverables has the meaning set forth in Section 2.2(b).
Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.
Terminating Acquiror Breach has the meaning specified in Section 10.01(c).
Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.
Hospital purchaser/provider agreement (HPPA agreement) means a negotiated agreement entered between the fund and the hospital for the cost of hospital treatment.
Calling Party Number (CPN) means a Signaling System 7 “SS7” parameter whereby the ten (10) digit number of the calling Party is forwarded from the End Office.
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 Representative means Xxxxx Bank.
Buyer Parties has the meaning set forth in the Preamble.