SPLC Closing Certificate definition

SPLC Closing Certificate has the meaning ascribed to such term in Section 7.1(a).
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SPLC Closing Certificate has the meaning ascribed to such term in Section 9.1(a). “SPLC Indemnified Parties” has the meaning ascribed to such term in Section 8.2.
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SPLC Closing Certificate has the meaning ascribed to such term in ‎Section 7.1(a). “SPLC Indemnified Parties” has the meaning ascribed to such term in ‎Section 8.2. 4 “SPLC Material Adverse Effect” means a material adverse effect on or a material adverse change in (a) the value or operation of the Assets, taken as a whole, or the business, operations or financial condition of Amberjack, other than any effect or change (i) that impacts the offshore or onshore crude oil, natural gas or other hydrocarbon products transportation industry generally (including any change in the prices of crude oil, natural gas or other hydrocarbon products, industry margins or any regulatory changes or changes in Applicable Law or GAAP), (ii) in United States or global political or economic conditions or financial markets in general or (iii) resulting from the announcement of the transactions contemplated by this Agreement and the taking of any actions contemplated by this Agreement, provided, that in the case of clauses (i) and (ii), the impact on any component of the Assets is not materially disproportionate to the impact on similarly situated assets in the offshore or onshore crude oil, natural gas or other hydrocarbon products transportation industry, as applicable, or (b) the ability of SPLC to perform its obligations under this Agreement and/or the other Transaction Documents to which it is a party or to consummate the transactions contemplated hereby or thereby. “Subject Interests” has the meaning ascribed to such term in the recitals. “Subject Interest Distributions” has the meaning ascribed to such term in Section 2.4. “Tax” means any and all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, capital stock, profits, margin, license, license fee, environmental, customs duty, unclaimed property or escheat payments, alternative fuels, mercantile, lease, service, withholding, payroll, employment, unemployment, social security, disability, excise, severance, registration, stamp, occupation, premium, property (real or personal), windfall profits, fuel, value added, alternative or add on minimum, estimated or other similar taxes, duties, levies, customs, tariffs, imposts or assessments (including public utility commission property tax assessments) imposed by any Governmental Authority, together with any interest, penalties or additions thereto payable to any Governmental Authority in respect thereof or any liability for the paym...
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More Definitions of SPLC Closing Certificate

SPLC Closing Certificate has the meaning ascribed to such term Section 10.2(a).
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SPLC Closing Certificate has the meaning ascribed to such term in ‎Section 7.1(a). “SPLC Permits” has the meaning ascribed to such term in Section 3.9. “Tax” means any and all U.S. federal, state, local or foreign net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, capital stock, profits, margin, license, license fee, environmental, customs duty, unclaimed property or escheat payments, alternative fuels, mercantile, lease, service, withholding, payroll, employment, unemployment, social security, disability, excise, severance, registration, stamp, occupation, premium, property (real or personal), windfall profits, fuel, value added, alternative or add on minimum, estimated or other similar taxes, duties, levies, customs, tariffs, imposts or assessments (including public utility commission property tax assessments) imposed by any Governmental Authority, together with any interest, penalties or additions thereto payable to any Governmental Authority in respect thereof or any liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payment of such amounts was determined or taken into account with reference to the liability of any other Person. “Tax Return” means any return, declaration, report, statement, election, claim for refund or other written document, together with all attachments, amendments and supplements thereto, filed with or provided to, or required to be filed with or provided to, a Governmental Authority in respect of Taxes. “Taxing Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision, including any governmental or quasi-governmental entity or agency that imposes, or is charged with collecting, social security or similar charges or premiums. “Transaction” has the meaning ascribed to such term in the recitals. “Transaction Documents” means this Agreement, the Assignment Agreements, the Transportation Services Agreements, the Connection Agreements, the Option Agreement, the Sand Dollar Operating Agreement, the amendment to the Pecten Operating Agreement, any certificates delivered by any of the parties at the Closing and any other documents of conveyance or other related documents contemplated to be entered into in connection with thi...
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Related to SPLC Closing Certificate

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • 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.

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

  • 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).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Advance Ruling Certificate means an advance ruling certificate issued by the Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement;

  • 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.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Corresponding Certificate With respect to:

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing 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.

  • Second Closing Date means the date of the Second Closing.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Voting Certificate means, in relation to any Meeting a certificate in the English language issued by a Paying Agent for Holders of Bearer Notes and dated in which it is stated: