Definitions Contract Clauses (26,161)

Grouped Into 476 Collections of Similar Clauses From Business Contracts

This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. Whenever the following terms are used in this Restricted Stock Unit Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the Grant Notice, as applicable. (a) Employment. The term "Employment" means the Participant's employment as an employee of the Company or any of its Affiliates or Subsidiaries. (b) Restrictive Covenant Violation. The term "Restrictive Covenant Violation" shall mean the Participan...t's breach of the Restrictive Covenants set forth in Section 10 or any covenant regarding confidentiality, competitive activity, solicitation of the Company's or any of its Affiliates' or Subsidiaries' vendors, suppliers, customers or employees or any similar provision applicable to or agreed to by the Participant. (c) Retirement. The term "Retirement" shall mean a Termination by the Participant that occurs on or after the date on which the Participant attains the age of sixty-five (65) and has completed at least ten (10) years of Employment (other than a Termination when grounds existed for a Termination for Cause at the time thereof). (d) Termination Date. The term "Termination Date" shall mean the date upon which the Participant incurs a Termination for any reason. View More
Found in Catalent Inc contract
View All 8 Similar Clauses
Definitions. Whenever the following terms are used in this Restricted Stock Unit Agreement, they shall have the meanings set forth below. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan or the Grant Notice, as applicable. (a) applicable.(a) Employment. The term "Employment" means the Participant's employment as an employee of the Company or any of its Affiliates or Subsidiaries. (b) Performance Period. The term "Performance Period" means the period commencing on Jul...y 1, 2015 and ending on June 30, 2018. (c) Restrictive Covenant Violation. The term "Restrictive Covenant Violation" shall mean the Participant's breach of the Restrictive Covenants set forth in Section 10 or any covenant regarding confidentiality, competitive activity, solicitation of the Company's or any of its Affiliates' or Subsidiaries' vendors, suppliers, customers or employees or any similar provision applicable to or agreed to by the Participant. (c) Participant.(d) Retirement. The term "Retirement" shall mean a Termination by the Participant that occurs on or after the date on which the Participant attains the age of sixty-five (65) and has completed at least ten (10) years of Employment (other than a Termination when grounds existed for a Termination for Cause at the time thereof). (d) (e) Termination Date. The term "Termination Date" shall mean the date upon which the Participant incurs a Termination for any reason. reason.2. Grant of Performance Share Units. Subject to the terms and conditions set forth herein, in the Grant Notice and in the Plan, for good and valuable consideration, the Company hereby grants to the Participant the EPS and RTSR Target Number of Performance Share Units (which are performance-based Restricted Stock Units for purposes of the Plan) provided in the Grant Notice (with each Performance Share Unit representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Performance Share Units to the Participant under this Agreement by providing the Participant with a new Grant Notice and new Exhibit A, to the extent applicable, which may also include any terms and conditions differing from this Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Performance Share Units hereunder and makes no implied promise to grant additional Performance Share Units. View More
Found in Catalent Inc contract
View Variations (8)
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise. "Board" means the Board of Managers of the Company or any ...successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date of the adoption of this Plan, among the Company and holders of the Units signatories thereto, as the same may be amended, supplemented or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement. View More
Found in VWR Funding, Inc. contract
View All 8 Similar Clauses
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise. "Board" means the Board of Managers of the Company or any ...successor governing body thereto. "Common Units" means "Class A Common Units", as such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means "LLC Agreement" means the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, as such persons may be selected in the sole discretion of the Committee. "Person" means and includes an individual, a partnership, a corporation, an association, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" thereof and any other entity. "Pro Rata Bonus" means the "Class A Preferred Units", product of (a) the actual Bonus for fiscal year in which the Date of Termination occurs, as determined by the compensation committee of the Board based on actual performance for the year relative to the preestablished targets, (b) multiplied by a fraction, the numerator of which is the number of days in such term fiscal year up to and including the Date of Termination and the denominator of which is defined in the Limited Liability Company Agreement. 365. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. "Securityholders Agreement" means For purposes hereof, references to a "Subsidiary" of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the Securityholders Agreement, dated on or about the date term "Subsidiary" refers to a Subsidiary of the adoption of this Plan, among Company. "Successor" means a corporation or other entity acquiring all or substantially all the Company assets and holders business of the Units signatories thereto, as the same may be amended, supplemented Company, whether by operation of law, by assignment or otherwise modified from time to time. "Units" has the meaning given to such term in the Limited Liability Company Agreement. otherwise. View More
Found in Leidos Holdings, Inc contract
Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth below: "Affiliate" of shall mean, with respect to any particular Person means Person, any other Person controlling, which, directly or indirectly, controls, is controlled by, by or under common control with such particular Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by... contract, or otherwise. Person. "Board" means the Board of Managers of the Company or any successor governing body thereto. "Common Company. "Class Y Common Units" means "Class A Common Units", as has the meaning given to such term is defined in the Limited Liability Company Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee Committee, if so created by the Board, shall be composed of two three or more managers as appointed from time to time to serve by the Board. Board, or such other number of managers as may be determined by the Board in its sole discretion. "Limited Liability Company Agreement" means "LLC Agreement" the Company's Second Amended and Restated Limited Liability Company Agreement, dated as of December 24, 2012, among the Members of the Company set forth therein, as the same may be amended, supplemented or otherwise modified from time to time. "Members" means the members of the Company as set forth from time to time on the Schedule of Unitholders to the Limited Liability Company Agreement of the Company, dated on or about the date hereof among the parties from time to time party thereto, as amended from time to time pursuant to its terms. Agreement. "Participants" means present and future employees, managers, consultants or advisers of the Company or its Subsidiaries, Subsidiaries (including without limitation Trilogy Management Investors Two, LLC), as such persons may be selected in the sole discretion of the Committee. "Person" means an individual, a partnership, a corporation, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity organization and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" "Sponsor" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. Parthenon LoanDepot Holdings, Inc., a Delaware corporation. "Subsidiary" means, with respect to or "Subsidiaries" means any Person, any corporation, limited liability company, partnership, association, or business entity Person of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of the other its Subsidiaries of that Person or a combination thereof, thereof; or (ii) if a limited liability company, partnership, association, association or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person the Company or one or more of its Subsidiaries of that Person or a combination thereof. For purposes hereof, (A) a Person or Persons shall be deemed to have own a majority ownership interest in such a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other such business entity entity's gains or losses or losses, shall be or control any managing director or general partner of such limited liability company, partnership, association, business entity (other than a corporation), or other business entity. "Securityholders Agreement" means the Securityholders Agreement, dated on or about the date shall be able to appoint a majority of the adoption of this Plan, among the Company and holders members of the Units signatories thereto, as board of managers of such entity; and (B) the same may be amended, supplemented or otherwise modified from time to time. term Subsidiary shall include all Subsidiaries of such Subsidiary. "Units" has the meaning given to such term in the Limited Liability Company Agreement. View More
Found in loanDepot, Inc. contract
Definitions. Capitalized Certain terms used but not otherwise defined herein shall in this Plan have the meanings set forth below: "Affiliate" of any particular Person means any other Person controlling, controlled by, or under common control with such particular Person, where "control" "Class C Units" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise. "Board" means the Boa...rd of Managers of the Company or any successor governing body thereto. "Common Units" means "Class A Common Units", Company's Class C Units as such term is defined in the Limited Liability Company LLC Agreement. "Committee" means the committee of the Board which may be designated by the Board to administer the Plan. The Committee All Class C Units shall be composed of two or more managers as appointed from time to time to serve by the Board. "Limited Liability Company Agreement" means Management Incentive Units. "LLC Agreement" means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated on or about as of November 4, 2019, as the date hereof among the parties from time to time party thereto, as same may be further amended from time to time in accordance with its terms. "Management Incentive Units" means Class C Units or such other class of Units that are issued pursuant to its terms. "Participants" means present and future employees, managers, consultants a Management Incentive Plan or advisers of the Company or its Subsidiaries, an Incentive Unit Grant Agreement, as such persons may be selected terms are defined in the sole discretion of the Committee. LLC Agreement. "Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, an investment fund, any other business entity and a governmental entity or any department, agency or political subdivision thereof. "Preferred Units" means the "Class A Preferred Units", as such term is defined in the Limited Liability Company Agreement. "Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) (a) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association, or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association, or other business entity. "Securityholders Agreement" means For purposes hereof, references to a "Subsidiary" of any Person shall be given effect only at such times that such Person has one or more Subsidiaries, and, unless otherwise indicated, the Securityholders Agreement, dated on or about the date term "Subsidiary" refers to a Subsidiary of the adoption Company. 3. Issuance of Management Incentive Units. Subject to the limitations set forth in the LLC Agreement, the Board shall have the power and authority to issue to eligible Participants selected by the Board up to an aggregate amount of 6,845,297 Management Incentive Units (the "Incentive Unit Cap") at any time prior to the termination of this Plan, among Plan. The Board shall have the Company power and holders of discretion to issue Management Incentive Units to a Participant in such quantity, on such terms and subject to such conditions that are consistent with this Plan and established by the Board. Any Management Incentive Units signatories thereto, issued under this Plan shall be subject to such terms and evidenced by an Incentive Unit Grant Agreement as the same may shall be amended, supplemented or otherwise modified determined from time to time. "Units" has time by the meaning given Board. In the event the Board grants Class C Units to a Participant, the Board shall designate whether such term in the Limited Liability Company Agreement. Class C Units are Class C-1 Units or Class C-2 Units. View More
Found in Foresight Acquisition Corp. contract
View Variations (8)
Definitions. Capitalized terms used and not otherwise defined in this Amendment have the meanings given such terms in the Original Agreement.
Found in Adeptus Health Inc. contract
View All 8 Similar Clauses
Definitions. Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings given to such terms in the Original Asset Purchase Agreement.
Found in PREMIER EXHIBITIONS, INC. contract
Definitions. Capitalized terms used and not otherwise defined in this Amendment herein shall have the meanings given to such terms in the Original Subscription Agreement.
Found in Greenland Acquisition Corp. contract
Definitions. Capitalized terms used in this Amendment and not otherwise defined in this Amendment have herein are used with the meanings given such terms in the Original Loan Agreement.
Found in ENERGY FOCUS, INC contract
View Variations (8)
Definitions. As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined and (b) capitalized terms not so defined shall have the meanings set forth in the Master Indenture or the Series 2012-2 Indenture Supplement, as amended hereby. SECTION 2. Amendments to Series 2012-2 Indenture Supplement. (a) The reference to "$789,473,685" in the definition of "Initial Collateral Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced ...with "$836,236,934". (b) The reference to "$62,659,805" in the definition of "Initial Excess Collateral Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced with "$109,423,054". (c) The reference to "7.94%" in the first sentence of the definition of "Required Excess Collateral Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is hereby replaced with "13.09%". (d) The definition of "Monthly Principal Reallocation Amount" in Section 1.1 of the Series 2012-2 Indenture Supplement is amended as follows: (i) The reference to "24.00%" in clause (a) is hereby replaced with "28.25%"; (ii) The reference to "14.41%" in clause (b) is hereby replaced with "19.20%"; and (iii) The reference to "7.94%" in clause (c) is hereby replaced with "13.09%". SECTION 3. Binding Effect; Ratification. (a) This Amendment shall become effective as of the date first set forth above when counterparts hereof shall have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns. (b) The Series 2012-2 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-2 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-2 Indenture Supplement as supplemented hereby, unless otherwise expressly stated. (c) Except as expressly supplemented hereby, the Series 2012-2 Indenture Supplement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 2 SECTION 4. No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents. SECTION 5. Miscellaneous. (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARDING TO THE CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. (b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically. View More
Found in RFS HOLDING LLC contract
View All 8 Similar Clauses
Definitions. As used herein, (a) capitalized terms which are defined in the preamble hereto shall have the meanings as so defined and (b) capitalized terms not so defined shall have the meanings set forth in the Master Indenture or the Series 2012-2 2010-2 Indenture Supplement, as amended hereby. SECTION 2. Amendments to Series 2012-2 2010-2 Indenture Supplement. (a) The reference to "$789,473,685" "$337,837,838" in the definition of "Initial Collateral Amount" in Section 1.1 of the Series 2012-2 2010-2 Inde...nture Supplement is hereby replaced with "$836,236,934". "$363,636,364". (b) The reference to "$62,659,805" "$20,337,838" in the definition of "Initial Excess Collateral Amount" in Section 1.1 of the Series 2012-2 2010-2 Indenture Supplement is hereby replaced with "$109,423,054". "$46,136,364". (c) The reference to "7.94%" "6.02%" in the first sentence of the definition of "Required Excess Collateral Amount" in Section 1.1 of the Series 2012-2 2010-2 Indenture Supplement is hereby replaced with "13.09%". "12.69%". (d) The definition of "Monthly Principal Reallocation Amount" in Section 1.1 of the Series 2012-2 2010-2 Indenture Supplement is amended as follows: (i) The reference to "24.00%" "26.00%" in clause (a) is hereby replaced with "28.25%"; "31.25%"; (ii) The reference to "14.41%" "14.16%" in clause (b) is hereby replaced with "19.20%"; "20.25%"; and (iii) The reference to "7.94%" "6.02%" in clause (c) is hereby replaced with "13.09%". "12.69%". SECTION 3. Binding Effect; Ratification. (a) This Amendment shall become effective as of the date first set forth above when counterparts hereof shall have been executed and delivered by the parties hereto, and thereafter shall be binding on the parties hereto and their respective successors and assigns. (b) The Series 2012-2 2010-2 Indenture Supplement, as supplemented hereby, remains in full force and effect. Any reference to the Series 2012-2 2010-2 Indenture Supplement from and after the date hereof shall be deemed to refer to the Series 2012-2 2010-2 Indenture Supplement as supplemented hereby, unless otherwise expressly stated. (c) Except as expressly supplemented hereby, the Series 2012-2 2010-2 Indenture Supplement shall remain in full force and effect and is hereby ratified and confirmed by the parties hereto. 2 SECTION 4. No Recourse. It is expressly understood and agreed by the parties hereto that (a) this Amendment is executed and delivered by BNY Mellon Trust of Delaware, not individually or personally but solely as trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by BNY Mellon Trust of Delaware but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on BNY Mellon Trust of Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall BNY Mellon Trust of Delaware be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents. SECTION 5. Miscellaneous. (a) THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE, BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARDING TO THE CONFLICT OF LAWS PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. (b) Headings used herein are for convenience of reference only and shall not affect the meaning of this Amendment. (c) This Amendment may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Executed counterparts may be delivered electronically. View More
Found in RFS HOLDING LLC contract
View Variations (8)
Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items sp...ecifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser of the conditions precedent set out in Sections 5.1 and 5.2, respectively; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco Shares" shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) "Transaction" shall mean the purchase of the Pubco Shares by the Purchaser in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate of Non-U.S. Shareholder 1.3 Currency. All references to currency referred to in this Agreement are in United States Dollars (USD$), unless expressly stated otherwise. View More
Found in Wolverine Technologies Corp. contract
View All 8 Similar Clauses
Definitions. The following terms have the following meanings, meanings in this Agreement, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules exhibits and other documents attached to or referred to in this Agreement, hereto, and all amendments and supplements, if any, to this Agreement; hereto; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the ...parties, except for those documents or other items specifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 7 hereof following the satisfaction or waiver by Pubco Buyer and the Purchaser Seller of the conditions precedent set out in Sections 5.1 and 5.2, respectively; Section 5 hereof, respectively, provided that such date shall be no later than October 30, 2019 unless mutually agreed to in writing by the Parties; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) "Pubco Shares" (f) "Taxes" shall mean the 400,000,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) "Taxes" shall include all international, federal, state, provincial and local income taxes, capital gains tax, taxes, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), duties), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, party, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (g) "Transaction" shall mean the purchase of all of the Pubco Shares issued and outstanding capital stock of GSI BVI by Buyer from the Purchaser Seller in consideration for the One Third of Proceeds payable to Pubco from the Purchaser. as described in section 2. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate of Non-U.S. Shareholder 1.3 Currency. All references to currency referred to in this Agreement are in to United States Dollars (USD$), Dollars, unless expressly stated otherwise. View More
Found in GENERAL STEEL HOLDINGS INC contract
Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Acquired Assets" means all assets listed in Schedule 1 hereto; (b) "Agreement" shall mean means this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) (c) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which time the Closing Docume...nts shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time; (c) 1 (d) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser 8.1(d) of the conditions precedent set out in Sections 5.1 and 5.2, respectively; (d) this Agreement; (e) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "Liabilities" shall include includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; unsecured. (g) "Pubco Shares" "Loss" shall mean the 400,000,000 fully paid any and non-assessable common shares all demands, claims, actions or causes of Pubco in consideration action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by FGTS or PHIL including damages for the One Third of Proceeds, to be issued by Pubco to the Purchaser on the Closing. lost profits or lost business opportunities. (h) "SEC" shall mean the Securities and Exchange Commission; (i) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) and Exchange Commission; (i) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (j) "Transaction" shall mean the purchase exchange of Consideration pursuant to this Agreement as described in Section 2.2; (k) "1933 Act" shall mean the Pubco Shares by United States Securities Act of 1933, as amended; (l) "1934 Act" shall mean the Purchaser in consideration for the One Third United States Securities Exchange Act of Proceeds payable to Pubco from the Purchaser. 1.2 1934, as amended; and, (m) Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 – Certificate - The Acquired Assets. Schedule 2- Title of Non-U.S. Shareholder 1.3 Acquired Assets. Schedule 3 - Impairments to Title of Acquired Assets, if any. Schedule 4 - Licenses and Permits Schedule 5 - Exceptions Schedule 6 - The Majority Shareholders 1.2 Currency. All references to currency dollar amounts referred to in this Agreement are in United States Dollars (USD$), funds, unless expressly stated otherwise. View More
Found in PHI GROUP INC contract
Definitions. The following terms have the following meanings, unless the context indicates otherwise: (a) "Agreement" shall mean this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement; (b) "Closing" shall mean the completion of the Transaction, in accordance with Section 7 hereof, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items sp...ecifically required to be exchanged at a later time; (c) "Closing Date" shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Pubco and the Purchaser Priveco of the conditions precedent set out in Sections 5.1 5 and 5.2, 6 respectively; (d) "Closing Documents" shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement; (e) "Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended; (f) "GAAP" shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods; (g) "Liabilities" shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured; (g) (h) "Priveco Shares" shall mean the 100,000 common shares of Priveco held by the Selling Shareholders, being all of the issued and outstanding common shares of Priveco beneficially held, either directly or indirectly, by the Selling Shareholders; (i) "Pubco Securities" shall mean the Pubco Shares; (j) "Pubco Shares" shall mean the 400,000,000 100,000 fully paid and non-assessable common shares of Pubco in consideration for the One Third of Proceeds, Pubco, to be issued to the Selling Shareholders by Pubco to the Purchaser on the Closing. (h) Closing Date; (k) "SEC" shall mean the Securities and Exchange Commission; (i) (l) "Securities Act" shall mean the United States Securities Act of 1933, as amended; (j) (m) "Taxes" shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and (k) (n) "Transaction" shall mean the purchase of the Pubco Priveco Shares by Pubco from the Purchaser Selling Shareholders in consideration for the One Third issuance of Proceeds payable to the Pubco from the Purchaser. Securities. 1.2 Schedules. The following schedules are attached to and form part of this Agreement: Schedule 1 List of Selling Shareholders 2A – Certificate of Non-U.S. Shareholder 2B – Certificate of U.S. Shareholder 3 – Directors and Officers of Priveco 4 – Directors and Officers of Pubco 5 – Priveco Intellectual Property 6 – Priveco Personal Property 7 – Priveco Material Contracts 8 – Privaco Subsidiaries 9 – Priveco Employees/Employment Agreements 1.3 Currency. All references to currency referred to in this Agreement are in United States Dollars (USD$), (US$), unless expressly stated otherwise. View More
Found in UpperSolution.com contract
View Variations (8)
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier to occur of (a) the time that the Company Shareholder Approval has been obtained, (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursuant to Article VIII ...thereof, and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. 1.2. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b). View More
Found in Bottomline Technologies (de), Inc. contract
View All 8 Similar Clauses
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier to occur of (a) the time that the Company Shareholder Approval has been obtained, Effective Time and (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminated pursua...nt to Article VIII thereof, and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. 1.2. thereof. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction or Contract which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise or (d) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More
Found in Waste Management Inc. contract
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier earliest to occur of (a) the time that the Company Shareholder Requisite Stockholder Approval has been obtained, (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly termi...nated pursuant to Article VIII thereof, and (d) (i) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration Per Share Price or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) 2.7(a)(ii) of the Merger Agreement or is otherwise materially adverse to the holders of shares of Common Stock, in each case, without the Stockholder's prior written consent or (ii) the notification by (or on behalf of) Parent or Merger Sub to the Company that it is not willing or not able to proceed with the Merger on substantially the terms set forth in the original Merger Agreement, without such Stockholder's prior consent. dated as of the Agreement Date, including by advising the Company that it is unwilling to proceed with the Merger unless the Per Share Price is reduced or changed in form of consideration payable to the Stockholders pursuant to Section 2.7(a)(ii) of the Merger Agreement. 1.2. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses clause (a) or (b). (b) above. View More
Found in Stamps.com Inc. contract
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1. 1.1. "Expiration Time" shall mean the earlier earliest to occur of (a) the time that the Company Shareholder Approval has been obtained, Effective Time and (b) the Effective Time, (c) such date and time as the Merger Agreement shall be validly terminat...ed pursuant to Article VIII thereof, and (d) any amendment of any term or provision of the original Merger Agreement, dated as of the Agreement Date, that reduces the Merger Consideration or changes the form of consideration payable to the Stockholders pursuant to Section 2.01(c) of Merger Agreement, without such Stockholder's prior consent. 1.2. IX thereof. "Transfer" shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction or Contract which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise or (d) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More
Found in COVANTA HOLDING CORP contract
View Variations (8)
Definitions. 6.2"Company Information" at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer's most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer's most recent annual audited financial statements and each interim financial statement or report prepared subsequent thereto, if not included in item (i) above, (iii) the Issuer's and it...s affiliates' other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes. 6.3"Dealer Information" shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum. 6.4"Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. 6.5"Indemnitee" shall have the meaning set forth in Section 5.1. 6.7"Issuing and Paying Agency Agreement" shall mean the issuing and paying agency agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time. 6.8"Issuing and Paying Agent" shall mean the party designated as such on the cover page of this Agreement, as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agreement. 6.9"Non-bank fiduciary or agent" shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act. 6.10"Private Placement Memorandum" shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement). 6.11"Qualified Institutional Buyer" shall have the meaning assigned to that term in Rule 144A under the Securities Act. 6.12"Rule 144A" shall mean Rule 144A under the Securities Act. 6.13"SEC" shall mean the U.S. Securities and Exchange Commission. 6.14"Securities Act" shall mean the U.S. Securities Act of 1933, as amended. 7.2This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. 11 7.3The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7.4This Agreement may be terminated, at any time, by the Issuer, upon one business day's prior notice to such effect to the Dealer, or by the Dealer upon one business day's prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement. 7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer. 7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7.7This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. View More
Found in ONE Gas contract
View All 7 Similar Clauses
Definitions. 6.2"Company 6.1. "Claim" shall have the meaning set forth in Section 5.1. 6.2. "Company Information" at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer's most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer's most recent annual audited financial statements and each interim financial statement or report prepared subs...equent thereto, if not included in item (i) above, (iii) the Issuer's and its affiliates' Issuer's' other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, filings, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes. 6.3"Dealer 6.3. "Dealer Information" shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum. 6.4"Exchange 6.4. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. 6.5"Indemnitee" 6.5. "FCPA" shall mean the Foreign Corrupt Practices Act of 1977, 15 USC 78dd-1, et seq. 6.6. "Indemnitee" shall have the meaning set forth in Section 5.1. 6.7"Issuing 6.7. "Institutional Accredited Investor" shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. 6.8. "Issuing and Paying Agency Agent Agreement" shall mean the issuing and paying agency agent agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time. 6.8"Issuing 6.9. "Issuing and Paying Agent" shall mean the party designated as such on the cover page of this Agreement, as issuing and paying agent under the Issuing and Paying Agency Agent Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agent Agreement. 6.9"Non-bank 6.10. "Non-bank fiduciary or agent" shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act. 6.10"Private 9 6.11. "OFAC" shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury. 6.12. "Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. 6.13. "Private Placement Memorandum" shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement). 6.11"Qualified 6.14. "Qualified Institutional Buyer" shall have the meaning assigned to that term in Rule 144A under the Securities Act. 6.12"Rule 6.15. "Rule 144A" shall mean Rule 144A under the Securities Act. 6.13"SEC" 6.16. "Sanctioned Country" shall mean, at any time, a country or territory which is the subject or target of any Sanctions. 6.17. "Sanctioned Person" shall mean, at any time, any Person listed in any Sanctions-related list of designated Persons maintained by OFAC and the U.S. Department of State. 6.18. "Sanctions" shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State. 6.19. "SEC" shall mean the U.S. Securities and Exchange Commission. 6.14"Securities 6.20. "Securities Act" shall mean the U.S. Securities Act of 1933, as amended. 7.2This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. 11 7.3The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7.4This Agreement may be terminated, at any time, by the Issuer, upon one business day's prior notice to such effect to the Dealer, or by the Dealer upon one business day's prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement. 7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer. 7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7.7This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. View More
Found in CONSUMERS ENERGY CO contract
Definitions. 6.2"Company 6.1. "Claim" shall have the meaning set forth in Section 5.1. 6.2. "Company Information" at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer's most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer's most recent annual audited financial statements and each interim financial statement or report prepared subs...equent thereto, if not included in item (i) above, (iii) the Issuer's and its affiliates' other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes. 6.3"Dealer 6.3. "Current Issuing and Paying Agent" shall have the meaning set forth in Section 7.9(a). 6.4. "Dealer Information" shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum. 6.4"Exchange 6.5. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. 6.5"Indemnitee" 6.6. "FCPA" shall have the meaning set forth in Section 2.13. 6.7. "HMT" shall have the meaning set forth in Section 2.12. 6.8. "Indemnitee" shall have the meaning set forth in Section 5.1. 6.7"Issuing 6.9. "Institutional Accredited Investor" shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. 6.10. "Issuing and Paying Agency Agreement" shall mean the issuing and paying agency agreement described on the cover page of this Agreement, or any replacement thereof, as such agreement may be amended or supplemented from time to time. 6.8"Issuing 6.11. "Issuing and Paying Agent" shall mean the party designated as such on the cover page of this Agreement, or any successor thereto or replacement thereof, as issuing and paying agent under the Issuing and Paying Agency Agreement, or any successor thereto Agreement. 6.12. "Money Laundering Laws" shall have the meaning set forth in accordance with the Issuing and Paying Agency Agreement. 6.9"Non-bank Section 2.11. 6.13. "Non-bank fiduciary or agent" shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act. 6.10"Private 6.14. "OECD Convention" shall have the meaning set forth in Section 2.13. 10 6.15. "OFAC" has the meaning set forth in Section 2.12. 6.16. "Outstanding Notes" shall have the meaning set forth in Section 7.9(b). 6.17. "Private Placement Memorandum" shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement). 6.11"Qualified 6.18. "Qualified Institutional Buyer" shall have the meaning assigned to that term in Rule 144A under the Securities Act. 6.12"Rule 6.19. "Replacement" shall have the meaning set forth in Section 7.9(a). 6.20. "Replacement Issuing and Paying Agent" shall have the meaning set forth in Section 7.9(a). 6.21. "Replacement Issuing and Paying Agency Agreement" shall have the meaning set forth in Section 7.9(a). 6.22. "Rule 144A" shall mean Rule 144A under the Securities Act. 6.13"SEC" 6.23. "SEC" shall mean the U.S. Securities and Exchange Commission. 6.14"Securities 6.24. "Securities Act" shall mean the U.S. Securities Act of 1933, as amended. 7.2This Agreement 6.25. "UNSC" shall be governed by and construed have the meaning set forth in accordance with Section 2.12. 6.26. "USA PATRIOT Act" shall have the laws of the State of New York, without regard to its conflict of laws provisions. 11 7.3The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer meaning set forth in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7.4This Agreement may be terminated, at any time, by the Issuer, upon one business day's prior notice to such effect to the Dealer, or by the Dealer upon one business day's prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement. 7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer. 7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7.7This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. Section 2.11. View More
Found in ANADARKO PETROLEUM CORP contract
Definitions. 6.2"Company 6.1 "Claim" shall have the meaning set forth in Section 5.1. 6.2 "Company Information" at any given time shall mean the Private Placement Memorandum together with, to the extent applicable, (i) the Issuer's most recent report on Form 10-K filed with the SEC and each report on Form 10-Q or 8-K filed by the Issuer with the SEC since the most recent Form 10-K, (ii) the Issuer's most recent annual audited financial statements and each interim financial statement or report prepared subseq...uent thereto, if not included in item (i) above, (iii) the Issuer's and its affiliates' other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders, (iv) any other information or disclosure prepared pursuant to Section 4.3 hereof and (v) any information prepared or approved by the Issuer for dissemination to investors or potential investors in the Notes. 6.3"Dealer 8 6.3 "Dealer Information" shall mean material concerning the Dealer provided by the Dealer in writing expressly for inclusion in the Private Placement Memorandum. 6.4"Exchange 6.4 "DTC" shall mean The Depository Trust Company. 6.5 "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. 6.5"Indemnitee" 6.6 "Indemnitee" shall have the meaning set forth in Section 5.1. 6.7"Issuing 6.7 "Institutional Accredited Investor" shall mean an institutional investor that is an accredited investor within the meaning of Rule 501 under the Securities Act and that has such knowledge and experience in financial and business matters that it is capable of evaluating and bearing the economic risk of an investment in the Notes, including, but not limited to, a bank, as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. 6.8 "Issuing and Paying Agency Agent Agreement" shall mean the issuing and paying agency agent agreement described on the cover page of this Agreement, as such agreement may be amended or supplemented from time to time. 6.8"Issuing 6.9 "Issuing and Paying Agent" shall mean the party designated as such on the cover page of this Agreement, as issuing and paying agent under the Issuing and Paying Agency Agent Agreement, or any successor thereto in accordance with the Issuing and Paying Agency Agent Agreement. 6.9"Non-bank 6.10 "Master Note" shall mean a master note registered in the name of DTC or its nominee. 6.11 "Non-bank fiduciary or agent" shall mean a fiduciary or agent other than (a) a bank, as defined in Section 3(a)(2) of the Securities Act, or (b) a savings and loan association, as defined in Section 3(a)(5)(A) of the Securities Act. 6.10"Private 6.12 "Private Placement Memorandum" shall mean offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement). 6.11"Qualified 9 6.13 "Qualified Institutional Buyer" shall have the meaning assigned to that term in Rule 144A under the Securities Act. 6.12"Rule 6.14 "Rule 144A" shall mean Rule 144A under the Securities Act. 6.13"SEC" 6.15 "SEC" shall mean the U.S. Securities and Exchange Commission. 6.14"Securities 6.16 "Securities Act" shall mean the U.S. Securities Act of 1933, as amended. 7.2This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. 11 7.3The Issuer agrees that any suit, action or proceeding brought by the Issuer against the Dealer in connection with or arising out of this Agreement or the Notes or the offer and sale of the Notes shall be brought solely in the United States federal courts located in the Borough of Manhattan or the courts of the State of New York located in the Borough of Manhattan. EACH OF THE DEALER AND THE ISSUER WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7.4This Agreement may be terminated, at any time, by the Issuer, upon one business day's prior notice to such effect to the Dealer, or by the Dealer upon one business day's prior notice to such effect to the Issuer. Any such termination, however, shall not affect the obligations of the Issuer under Sections 3.7, 5 and 7.3 hereof or the respective representations, warranties, agreements, covenants, rights or responsibilities of the parties made or arising prior to the termination of this Agreement. 7.5This Agreement is not assignable by either party hereto without the written consent of the other party; provided, however, that the Dealer may assign its rights and obligations under this Agreement to any affiliate of the Dealer. 7.6This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7.7This Agreement is for the exclusive benefit of the parties hereto, and their respective permitted successors and assigns hereunder, and shall not be deemed to give any legal or equitable right, remedy or claim to any other person whatsoever. View More
Found in JM Smucker contract
View Variations (7)
Definitions. For purposes of these Grant Conditions and the Grant Letter: (a) "‘55 / 5' Rule Termination" shall mean the Grantee's termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer. (b) "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of fu...nds with respect to the Employer; (iii) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (c) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (d) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. View More
Found in ARMSTRONG WORLD INDUSTRIES INC contract
View All 6 Similar Clauses
Definitions. For purposes of these Grant Conditions and the Grant Letter: (a) "‘55 "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (1) commission of a felony or a crime involving moral turpitude; (2) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (3) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (4) breach of any written noncompetition, confidentiality o...r nonsolicitation covenant of the Grantee with respect to the Employer; or (5) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (b) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (c) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. (d) ""55 / 5' 5" Rule Termination" shall mean the Grantee's termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer. (b) "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropriation of funds with respect to the Employer; (iii) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (c) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (d) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. View More
Found in ARMSTRONG WORLD INDUSTRIES INC contract
Definitions. For purposes of these Grant Conditions and the Grant Letter: (a) "‘55 / 5' Rule Termination" shall mean the Grantee's termination of employment other than for Cause after the Grantee has attained age 55 and has completed five years of service with the Employer. (b) Letters:(a) "Cause" shall mean any of the following, as determined in the sole discretion of the Employer: (i) commission of a felony or a crime involving moral turpitude; (ii) fraud, dishonesty, misrepresentation, theft or misappropr...iation of funds with respect to the Employer; (iii) violation of the Employer's Code of Conduct or employment policies, as in effect from time to time; (iv) breach of any written noncompetition, confidentiality or nonsolicitation covenant of the Grantee with respect to the Employer; or (v) gross negligence or misconduct in the performance of the Grantee's duties with the Employer. (c) (b) "Involuntary Termination" shall mean the Employer's termination of the Grantee's employment other than for Cause. (d) (c) "Long-Term Disability" shall mean the Grantee is receiving long-term disability benefits under the Employer's long-term disability plan. View More
Found in Armstrong Flooring, Inc. contract
View Variations (6)
Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase Agreement, as applicable.
Found in 1847 Goedeker Inc. contract
View All 6 Similar Clauses
Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Stock Purchase Agreement, as applicable.
Found in 1847 Holdings LLC contract
Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Asset Purchase Agreement, as applicable. Agreement.
Found in 1847 Goedeker Inc. contract
Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Asset Purchase Agreement, as applicable. Agreement.
Found in SMART FOR LIFE, INC. contract
View Variations (6)
Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless such term is otherwise defined herein.ARTICLE TWO TITLE, FORM AND TERMS OF THE BONDSSection 201. Title of the Bonds. This Twenty-Fourth Supplemental Indenture hereby creates a series of Securities designated as the "1.85% General Mortgage Bonds, Series Y, due 2021" (the "Series Y Bonds"). For purposes of the Indenture, the Series Y Bonds shall constitute a single ser...ies of Securities and, subject to the provisions, including, but not limited to Article Four of the Indenture, the Series Y Bonds shall be issued in an aggregate principal amount of $300,000,000.Section 202. Form and Terms of the Bonds. The form and terms of the Series Y Bonds will be set forth in an Officer's Certificate delivered by the Company to the Trustee pursuant to the authority granted by this Twenty-Fourth Supplemental Indenture in accordance with Sections 201 and 301 of the Indenture.Section 203. Treatment of Proceeds of Title Insurance Policy. Any moneys received by the Trustee as proceeds of any title insurance policy on Mortgaged Property of the Company shall be subject to and treated in accordance with the provisions of Section 607(2) of the Indenture (other than the last paragraph thereof).ARTICLE THREE MISCELLANEOUS PROVISIONS The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Twenty-Fourth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. Except as expressly amended and supplemented hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. This Twenty-Fourth Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. This Twenty-Fourth Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 2 This Twenty-Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. View More
Found in CenterPoint Energy contract
View All 6 Similar Clauses
Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless such term is otherwise defined herein.ARTICLE herein. ARTICLE TWO TITLE, FORM AND TERMS OF THE BONDSSection BONDS Section 201. Title of the Bonds. This Twenty-Fourth Twenty-Sixth Supplemental Indenture hereby creates a series of Securities designated as the "1.85% "3.00% General Mortgage Bonds, Series Y, AA, due 2021" 2027" (the "Series Y AA Bonds"). For purposes of ...the Indenture, the Series Y AA Bonds shall constitute a single series of Securities and, subject to the provisions, including, but not limited to Article Four of the Indenture, the Series Y AA Bonds shall be issued in an aggregate principal amount of $300,000,000.Section $300,000,000. Section 202. Form and Terms of the Bonds. The form and terms of the Series Y AA Bonds will be set forth in an Officer's Certificate delivered by the Company to the Trustee pursuant to the authority granted by this Twenty-Fourth Twenty-Sixth Supplemental Indenture in accordance with Sections 201 and 301 of the Indenture.Section Indenture. Section 203. Treatment of Proceeds of Title Insurance Policy. Any moneys received by the Trustee as proceeds of any title insurance policy on Mortgaged Property of the Company shall be subject to and treated in accordance with the provisions of Section 607(2) of the Indenture (other than the last paragraph thereof).ARTICLE thereof). ARTICLE THREE MISCELLANEOUS PROVISIONS The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Twenty-Fourth Twenty-Sixth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, 2 government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Twenty-Sixth Supplemental Indenture; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE, THE SERIES AA BONDS OR THE TRANSACTION CONTEMPLATED HEREBY. Except as expressly amended and supplemented hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. This Twenty-Fourth Twenty-Sixth Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. This Twenty-Fourth Twenty-Sixth Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 2 This Twenty-Fourth Twenty-Sixth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. View More
Found in CENTERPOINT ENERGY HOUSTON ELECTRIC LLC contract
Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless such term is otherwise defined herein.ARTICLE herein. ARTICLE TWO TITLE, FORM AND TERMS OF THE BONDSSection BONDS Section 201. Title of the Bonds. This Twenty-Fourth Twenty-Fifth Supplemental Indenture hereby creates a series of Securities designated as the "1.85% "2.40% General Mortgage Bonds, Series Y, Z, due 2021" 2026" (the "Series Y Z Bonds"). For purposes of th...e Indenture, the Series Y Z Bonds shall constitute a single series of Securities and, subject to the provisions, including, but not limited to Article Four of the Indenture, the Series Y Z Bonds shall be issued in an aggregate principal amount of $300,000,000.Section 202. Form and Terms of the Bonds. The form and terms of the Series Y Z Bonds will be set forth in an Officer's Certificate delivered by the Company to the Trustee pursuant to the authority granted by this Twenty-Fourth Twenty-Fifth Supplemental Indenture in accordance with Sections 201 and 301 of the Indenture.Section Indenture. Section 203. Treatment of Proceeds of Title Insurance Policy. Any moneys received by the Trustee as proceeds of any title insurance policy on Mortgaged Property of the Company shall be subject to and treated in accordance with the provisions of Section 607(2) of the Indenture (other than the last paragraph thereof).ARTICLE thereof). ARTICLE THREE MISCELLANEOUS PROVISIONS The Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Twenty-Fourth Twenty-Fifth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company. In no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if it has been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, strikes, work stoppages, civil or military disturbances, nuclear or natural catastrophes, fire, riot, embargo, loss or malfunctions of utilities, communications or computer (software and hardware) services, 2 government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Twenty-Fifth Supplemental Indenture; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, THE SERIES Z BONDS OR THE TRANSACTION CONTEMPLATED HEREBY. Except as expressly amended and supplemented hereby, the Indenture shall continue in full force and effect in accordance with the provisions thereof and the Indenture is in all respects hereby ratified and confirmed. This Twenty-Fourth Twenty-Fifth Supplemental Indenture and all of its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided. This Twenty-Fourth Twenty-Fifth Supplemental Indenture shall be governed by, and construed in accordance with, the law of the State of New York. 2 This Twenty-Fourth Twenty-Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. View More
Found in CenterPoint Energy contract
View Variations (6)