Seller Consents has the meaning set forth in Section 3.03.
Pre-Closing Environmental Liabilities means Environmental Liabilities that arise from facts, conditions or events first existing or first occurring at, on, under or from any Station Property before the Closing Date, including Liabilities with respect to Contamination first existing or first occurring before the Closing Date at a Station Property or at a site other than a Station Property to or at which any Seller or any of their predecessors or Affiliates disposed of or arranged for the disposal of any Hazardous Materials at or prior to the Effective Time.
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Xxxxxx'x facilities to furnish the reqUirements of Buyers, together with unaccounted for gas. This gas shall be considered Included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Acquired Entities means the Company and the Company Subsidiaries.
Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.
Seller has the meaning set forth in the Preamble.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.
Seller Parent has the meaning set forth in the Preamble.
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.
Seller Disclosure Schedule means the disclosure schedule of Seller delivered to Purchaser in connection with the execution and delivery of this Agreement.
Seller Parties has the meaning set forth in the preamble to this Agreement.
Seller’s Closing Documents as defined in Section 3.2(a).
Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.
Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
Seller Contracts means all contracts or agreements to which Seller is a party or to which any of its material assets are bound.
Sellers has the meaning set forth in the preamble.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Seller Disclosure Letter means the letter, dated as of the date hereof, delivered by Seller to Buyer prior to the execution of this Agreement and identified as the Seller Disclosure Letter.
Environmental Review means the Federal
Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).
Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.