Governmental Authority means, with respect to a particular Person, any country, state, county, city and political subdivision in which such Person or such Persons Property is located or which exercises valid jurisdiction over any such Person or such Persons Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authority which exercises valid jurisdiction over any such Person or such Persons Property. Unless otherwise specified, all references to Governmental Authority herein with respect to USWS means a Governmental Authority having jurisdiction over USWS, its Subsidiaries or any of their respective Properties.
Indemnified Party shall have the meaning specified in Section 5.03.
Indemnifying Party shall have the meaning specified in Section 5.03.
Initial Closing shall have the meaning specified in Section 2.03(a).
Initial Purchased Securities shall have the meaning specified on Schedule A hereto.
Law means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law (including common law), rule or regulation.
Lien means any mortgage, claim, encumbrance, pledge, lien (statutory or otherwise), security agreement, conditional sale or trust receipt or a lease, consignment or bailment, preference or priority, assessment, deed of trust, charge, easement, servitude or other encumbrance upon or with respect to any property of any kind.
LLC Units shall have the meaning specified in Section 3.02(d).
Material Adverse Effect means a material adverse effect on the business, properties, financial condition, stockholders equity or results of operations of USWS, the validity of the Purchased Securities or the legal authority or ability of USWS to perform in all material respects its obligations under this Agreement.
NASDAQ means the NASDAQ Capital Market.
Outside Date shall have the meaning specified in Section 6.01(c).
Permitted Transfer means a Transfer of all or any portion of Purchased Securities to any Affiliate, any limited partner of a Purchaser or any of its Affiliates, or any managed account, investment fund, or other vehicle that is managed or sponsored by the manager or sponsor of a Purchaser, but only if the transferee, to the extent such transferee becomes a direct holder of any Purchased Securities, agrees in writing prior to such Transfer for the express benefit of the Company (with a copy thereof to be furnished to the Company) to be bound by the transferors obligations hereunder with respect to the applicable Purchased Securities.
Person means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity.