Recital D definition

Recital D. Excluded Assets" Section 2.2 "Excluded Leased Equipment" Section 5.5(b) "Excluded Liabilities" Section 2.5 "Indemnified Party" Section 9.3(a) "Indemnifying Party" Section 9.4(a) "Licensed Intellectual Property" Section 3.13(a) "Losses" Section 9.3(a) "Material Contracts" Section 3.11(a) "Nonassignable Assets" Section 2.6(c) "Non-Transferred Employees" Section 5.4(a) "Purchase Price" Section 2.3 "Purchased Assets" Section 2.1 "Purchased Leased Equipment" Section 5.5(b) "Required Consents" Section 3.4(b) "Seller" Preamble "Seller Name" 5.8(a) "Third-Party Claim" Section 9.4(a) "Transferred Employees" Section 5.4(a)
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Recital D. Excluded Assets" Section 2.2 "Excluded Leased Equipment" Section 5.5(b) "Excluded Liabilities" Section 2.5 "FTC" Section 5.6(b) "Indemnified Party" Section 9.3(a) "Indemnifying Party" Section 9.4(a) Agere Systems Proprietary
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Recital D. PHOENIX GUARANTY" Recital D "PURCHASE PRICE" 2.03(a) "REAL ESTATE IMPOSITIONS" 3.12(m) "REAL PROPERTY LAWS" 3.12(f) "REAL PROPERTY PERMITS" 3.12(H) "REBATES" 8.01 "REVISED FISCAL 2005 BUDGET" 3.07(c) "REVISED FISCAL 2005, 2006 AND 2007 BUDGETS" 3.07(c) "SALES TAX COMPLIANCE CERTIFICATES" 5.13 "SEC DOCUMENTS" 4.04 "SECOND CONTINGENT EARN-OUT PERIOD" 2.05(a) "SECTION 2.04 DISPUTE NOTICE" 2.04(b) "SECTION 2.05 DISPUTE NOTICE" 2.05(d) "SELLER" Preface "SELLER INDEMNITEES" 9.03 "STOCKHOLDERS" Preface "TRANSFERRED EMPLOYEES" 5.05(b) "WARN ACT" 2.02(b)(vii)
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Examples of Recital D in a sentence

  • In accordance with the approach set forth in Recital D of this AGREEMENT, the PARTIES will collaborate on capacity increases as necessary to meet increases in BUYER’s forecasted demand for GOODS.

  • This Agreement incorporates and is subject to the following Exhibits: Exhibit First Reference Content Exhibit “A” Recital D Standard Terms and Conditions Exhibit “B” Section 1.1(a) Area of Interest Exhibit “C” Section A.28 Shipper’s Existing Well Interests Exhibit “D” Section A.9.A Delivery Points Exhibit “E” Section 1.2 I.

  • The Borrower shall apply the proceeds of the Loan in accordance with Recital (D); without limiting the foregoing, no proceeds of the Loan will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any “margin stock”, as defined in F.R.S. Board Regulation U.

  • In accordance with the approach set forth in Recital D of this AGREEMENT, the PARTIES will evaluate increases or adjustments to the thirty day rejection period described above in the event of changes in product characteristics or stability.

  • Client shall fully cooperate with Security Trustee and perform all additional acts reasonably requested by Security Trustee to effect the purposes of this Agreement (including the perfection of any security interest referred to in Recital D, in each case as a first priority security interest).

  • The descriptive information concerning the Project set forth in Recital D and in all exhibits referred to in Recital D are, to Seller’s knowledge, complete, accurate, true and correct in all material respects.

  • General Partner hereby consents to the redemption and transfer of Nektar’s interest in the Partnership as set forth in Recital D above, and General Partner hereby waives any rights it may have, including rights of first refusal, arising from such transfer, notwithstanding any contrary provisions contained in the partnership agreement of the Partnership, or otherwise.

  • Recital D of the Original Agreement is ---------------------- hereby amended by deleting the second sentence thereof in its entirety and adding in its place and stead the following: AES is the direct or indirect holder of, and except as set forth herein has the right to convey and transfer to HALIS, 12,048,325 shares of common stock, $.01 par value, of HALIS (the "AES HALIS Stock").

  • The proceeds of the Loans are to be used by the Borrower solely for the purposes set forth in Recital D of this Amendment.

  • The Trustee, being of the opinion that the modifications referred to in Recital (D) above are not materially prejudicial to the interests of the Noteholders, has concurred with Tomkins in making such modifications and, as evidenced by its execution hereof, has agreed that notice of such modifications need not be given to the Noteholders.


More Definitions of Recital D

Recital D. State or Other Pre-Closing Tax Period". . . . . . . . . . . . . . . . 3.9(c)(i) "Tax" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(n)(i) "Tax Sharing Agreement". . . . . . . . . . . . . . . . . . . . . . . . . 3.9(g) "Termination Notice" . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4(a) "Transferred Employees". . . . . . . . . . . . . . . . . . . . . . . . . 8.1(a) "Wyoming Commissioner" . . . . . . . . . . . . . . . . . . . . . . . Recital E STOCK PURCHASE AGREEMENT, dated as of the 24th day of May, 1996, (this "Agreement"), by and between FIRST INTERSTATE BANCSYSTEM OF MONTANA, INC. ("Buyer") and XXXXX FARGO & COMPANY ("Seller").
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Recital D. Master Landlord" Recital A "Master Lease" Recital A "Owned Equipment" Recital D "Purchase Price" 2.5.2 "Premises" Recital B "Receiving Party" 5.3.2 "Service and Supply Agreement" 8.3 "Specified Equipment" Recital D "Sublease" Recital B "to the best knowledge of" 11.9
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Recital D. Purchase Price" 2.5.2 "Premises" Recital B "Receiving Party" 5.3.2 "Service and Supply Agreement" 8.3 "Specified Equipment" Recital D "Sublease" Recital B "to the best knowledge of" 11.9
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Recital D. Sublease" Recital B "to the best knowledge of" 11.9
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Related to Recital D

  • Recitals Dissenting Shares"........................................ Section 2.2(g) "D&O Insurance"............................................ Section 5.10(c) "Effective Time"........................................... Section 1.2 "Embedded Shares".......................................... Section 3.2 "ERISA".................................................... Section 3.10(a) "ERISA Plan"............................................... Section 3.10(a) "Excess Shares"............................................ Section 2.2(e)(ii) "Exchange Act"............................................. Section 3.4(b) "Exchange Agent"........................................... Section 2.2(a) "Exchange Fund"............................................ Section 2.2(a) "Exchange Ratio"........................................... Section 2.1(c) "GAAP"..................................................... Section 3.6(b) "Governmental Entity"...................................... Section 3.4(b) "Information Statement".................................... Section 5.4 "Merger"................................................... Recitals "Merger Consideration"..................................... Section 2.1(c) "Multiemployer Plan"....................................... Section 3.10(a) -iv-

  • Preamble legal defeasance option"..................................................... 8.01(b) "Notice of Default"........................................................... 6.01 "Offer Period"................................................................ 4.06(d) "Original Securities"......................................................... Preamble "Paying Agent"................................................................ 2.04 "protected purchaser"......................................................... 2.08 "Refinancing Indebtedness".................................................... 4.03(b) "Refunding Capital Stock"..................................................... 4.04 "Registration Agreement"...................................................... Appendix A "Registered Exchange Offer"................................................... Appendix A "Registrar"................................................................... 2.04 "Restricted Payment".......................................................... 4.04(a) "Retired Capital Stock"....................................................... 4.04(b) "Securities Custodian"........................................................ Appendix A "Shelf Registration Statement"................................................ Appendix A "Special Redemption".......................................................... 3.07(b) "Special Redemption Date"..................................................... 3.07(b) "Special Redemption Price".................................................... 3.07(b) "Successor Company"........................................................... 5.01(a) "Successor Guarantor"......................................................... 5.01(b)(i) "TRW Automotive Luxembourg"................................................... 4.11(d)

  • Recital a "Schedule” and a “paragraph / clause" shall be construed as a reference to an Article, a Recital, a Schedule and a paragraph/clause respectively of this Agreement;

  • Annex means an annex to this Agreement.

  • Whereas the Company has registered or will have registered each Account with the SEC (unless exempt therefrom) as a unit investment trust under the 1940 Act before any Contracts are issued by that Account; and" "The Company represents and warrants (a) that the Contracts are registered under the 1933 Act or will be so registered before the issuance thereof (unless exempt therefrom), (b) that the Contracts will be issued in compliance in all material respects with all applicable Federal and state laws and (c) that the Company will require of every person distributing the Contracts that the Contracts be offered and sold in compliance in all material respects with all applicable Federal and state laws. The Company further represents and warrants that it is an insurance company duly organized and validly existing under applicable law and that it has legally and validly authorized each Account as a separate account under Section 27-1-5-1 of the Indiana Insurance Code, and has registered or, prior to the issuance of any Contracts, will register each Account (unless exempt therefrom) as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a separate account for its Contracts, and that it will maintain such registrations for so long as any Contracts issued under them are outstanding."

  • Preliminary Statement shall have the meaning set forth in Section 2.3(c).

  • Original Agreement has the meaning set forth in the recitals.

  • Annex A means the Commission’s General Conditions of Contract.

  • Existing Agreement has the meaning set forth in the recitals hereto.

  • Original LLC Agreement has the meaning set forth in the Recitals.

  • Annexure means the Annexure to the terms and conditions.

  • Additional Agreement has the meaning assigned to such term in Article 8.

  • Schedule A has the meaning specified in Section 2.3(a);

  • Section 1 Purchase Option Expiration Date" Section 1 "Purchase Option Notice" Section 2.6(a)(ii) "Purchase Option Share Amount" Section 1 "Qualified Daily Trading Limit" Section 1 "Registered" Section 1 "Registrable Securities" Section 1 "Registration Statement" Section 2.5(a)(i) "Releases" Section 5.13 "SEC" Section 2.5(a)(i) "SEC Documents" Section 5.8 "SEC Filings" Section 1 "Securities Act" Section 1 "Selling Period" Section 1 "Selling Period Obligation" Section 1 "Settlement" Section 1 "Settlement Date" Section 1 "Significant Subsidiaries" Section 5.20 "Subsidiaries Section 5.3 "Suit" Section 5.18(c) "Tax Return" Section 1 "Taxes" Section 1 "Trading Day" Section 1 "Transfer Agent" Section 1 "Underwriter" Preamble "Underwriter's Clearing Broker" Section 1 "Underwriting Price" Section 1 "Underwriter Sales Notice" Section 2.3(b) "Violations" Section 9.1(a) "VWAP" Section 1 "WARN" Section 5.11 PROVISIONAL PATENT APPLICATION HAS BEEN FILED COMMON STOCK UNDERWRITING AGREEMENT COMMON STOCK UNDERWRITING AGREEMENT dated as of November 1, 2000 (the "Agreement"), between Ramius Securities, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Underwriter"), and Triangle Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • FF means “Freedom Fighters” of Haryana.

  • The definition of Pass-Through Rate" set forth in Section 1.01 of the Pooling Agreement is hereby amended and restated to read as follows:

  • Definition means a provision of this Law (however expressed) that —

  • Additional Amendment shall have the meaning provided in Section 2.14(g)(iv).

  • Annexures means any of the annexures, appendices, supplements or documents annexed to this Agreement and as amended from time to time;

  • Schedule I means the schedule of all Sale Portfolio that is Sold by the Seller to the Purchaser on a Purchase Date, as supplemented on any subsequent Purchase Date by the “Schedule I” attached to the applicable Loan Assignment, and incorporated herein by reference, as such schedule may be supplemented and amended from time to time pursuant to the terms hereof, which schedule shall, together with all supplements and amendments thereto, be included in and made part of the Loan Asset Schedule attached to the Loan and Servicing Agreement.

  • Annexure F means, if applicable to the Product or the subject matter of this Agreement and read conjunctively with the Contractor’s obligations in terms of the Consumer Protection Act, the express warranties provided by the Contractor in relation to the Product.

  • Legal Description means a complete description of land to be annexed without internal references to any other document, and shall be described in one of the following ways: