Seller Ancillary Agreements means all Contracts, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
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.
Seller’s Closing Documents as defined in Section 3.2(a).
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.
Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.
Seller Agreements means those agreements between Seller and third parties, including Artists and/or Distributors, wherein Seller is entitled to receive the Percentage Interest of all Assets.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Purchaser Plans shall have the meaning set forth in Section 6.6(a)(v).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
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.
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.
Sellers has the meaning set forth in the preamble.
Seller Parties has the meaning set forth in the preamble to this Agreement.
Closing Statements has the meaning set forth in Section 3.3(b).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Seller’s Counsel has the meaning set forth in Section 10.13(a).
Closing Press Release has the meaning set forth in Section 5.4(b).
Assumed Contracts has the meaning set forth in Section 2.1(d).
Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Retained Contracts shall have the meaning set forth in Section 1.2(i).
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Assumed Agreements shall have the meaning as set forth in Section 2.2.
Claims Made Policies has the meaning set forth in Section 5.01(b).
Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.
Seller Contracts means all contracts or agreements to which Seller is a party or to which any of its material assets are bound.