2Other Defined Terms Sample Clauses

2Other Defined Terms. The following terms shall have meanings defined for such terms in the Sections set forth below: Term Section
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2Other Defined Terms. Each of the following terms has the meaning assigned to it in the Section indicated: Term Section Agreement First Paragraph
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2Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below: Term Section Agreement Preamble Claim Notice 13.5 Common Stock Recitals Closing 3.1 Closing Date 3.1 Effective Date Preamble ZZZ Preamble Indemnified Party 13.5 Indemnitor 13.5 XXXXX Preamble XXXXX License Recitals BBC Preamble BBC Licenses Recitals Licenses Recitals UTEL Preamble UTEL-IOWA Preamble UTEL-IOWA Stock Recitals Party or Parties Preamble Performance Criteria 2.3(a) Performance Date 14.2 (a) Restated Certificate 8.1 Securities Act 2.3(a)
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2Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below: Actions 4.7 Agreement Preamble Alternative Acquisition Agreement 6.2(c) Alternative Financing 6.9(b) Alternative Financing Documents 6.9(b) Applicable Date 4.5(a) Available Company Cash Financing 6.9(c) Bankruptcy and Equity Exception 4.3(a) Book-Entry Shares 3.1(a) BVI Companies Act Recitals BVI Plan of Merger 2.3 Company Reports 4.5(a) Company Termination Fee 8.3(a)(iii) Closing 2.2 Closing Date 2.2 Company Preamble Company Adverse Recommendation 6.2(c) Company Benefit Plans 4.8(a) Company Cash Alternative Financing 6.9(c) Company Cash Alternative Financing Document 6.9(c) Company Cash Backup Financing 6.9(c) Company Cash Backup Financing Documents 6.9(c) Company Disclosure Schedule Article IV Company IP 4.14(a) Company Recommendation 4.3(c) Confidential Information 9.12(b) Contract 4.3(d) Damages 6.11(b) Dispute 9.4(b) Dissenting Shareholders 3.1(a) Dissenting Shares 3.1(a) Effective Time 2.3 Employees 4.13 Equity Financing 5.3(a) ERISA 4.8(a) Exchange Act 4.4 Exchange Fund 3.2(a) Excluded Shares 3.1(a) GAAP 4.5(b) Governmental Entity 3.2(d) HKIAC 9.4(b)(i) HKIAC Rules 9.4(b)(i) IC Financial Advisor 4.16 Indemnified Parties 6.11(a) Injunction 7.1(b) Judgment 4.7 Laws 4.9(a) Liabilities 4.7 Licenses 4.9(b) Lien 4.2 Liens 4.2 Material Contract 4.10(a) Memorandum and Articles of Association 2.4 Merger Recitals Merger Consideration 3.1(a) Merger Sub Preamble Non-Wholly Owned Subsidiaries 4.2 Notice of Superior Proposal 6.2(c) Owned Real Property 4.11(a) Parent Preamble Parent Termination Fee 8.3(c) Paying Agent 3.2(a) PRC Regulatory Filings 4.4 Proxy Statement 4.4 Requisite Company Vote 4.3(b) Rollover Agreement Recitals Rollover Shareholders 3.1(a) Rollover Shares 3.1(a) Xxxxxxxx-Xxxxx Act 4.5(a) Share Subscription Agreements 5.3(a) SEC Article IV Securities Act 4.5(a) Share 3.1(a) Share Certificate 3.1(a) Shareholders’ Meeting 6.4(a) Shares 3.1(a) Surviving Corporation 2.1 Termination Date 8.1(b)(i) Tier I Parent Termination Fee 8.3(b) Tier II Parent Termination Fee 8.3(c) Voting Agreement Recitals Wholly Owned Subsidiaries 4.2
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2Other Defined Terms. In addition to the defined terms in Section 1.1 (Defined Terms), each of the following capitalized terms has the meaning ascribed thereto in the corresponding Section: Term Section
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2Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.
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2Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below: Defined TermLocation of Definition ​ ​ AGSA ‌ Preamble AGSA Consideration ‌ Recitals AGSA Hedging Arrangements ‌ § 5.7(a) AGSA Indemnified Parties ‌ § 3.2 AGSA Retained Actions ‌ § 5.4(b) AGSA US DB Plan ‌ § 4.2(c)(i) AMP Actions ‌ § 5.4(a) AMP Business ‌ Recitals AMP Closing ‌ § 2.1(a) AMP Closing Date ‌ § 2.1(a) AMP Transfer ‌ § 2.1(a) ‌ ​ Defined TermLocation of Definition AMP US DB Plan ‌ § 4.2(c) AMPSA ‌ Preamble AMPSA Indemnified Parties ‌ § 3.1 AMP US DB Plan ‌ § 4.2(c)(i) BCA ‌ Recitals Claim Notice ‌ § 3.4 Cross-License ‌ § 5.3 Defense Notice ‌ § 3.4(b)(i) Delayed Transfer Assets ‌ § 2.2(c) EAPA ‌ § 5.3 Excluded Guarantees ‌ § 5.8(b) GHV ‌ Recitals Indemnity Claim ‌ § 3.4 Losses ‌ § 3.1 Non-Compete Period ‌ § 5.10(a) Non-Solicit Period ‌ § 5.10(a) Shares ‌ Recitals Third Party Claim ‌ § 3.4(a) Transferred Guarantees ‌ § 5.8(a) ​
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2Other Defined Terms. The terms “Affiliate”, “Business Day”, “Change of Control”, “Governmental Authority”, “Interest Rate”, “Person”, “Securities Act”, and “Subsidiary”, shall each have the respective meaning ascribed to them in the Credit Agreement.
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2Other Defined Terms. Each of the following terms is defined in the Section set forth opposite such term: Agreement Preamble Announcement Section 8.7 Anti-Money Laundering Laws Section 4.24 CFC Section 6.14 Change of Control Section 6.4 Closing Section 3.1 Closing Date Section 3.1 ​ ​ ​ ​ Code Section 6.14 Company Preamble Confidential Information Section 6.1(a) Disclosing Party Section 6.1(a) Disqualification Event Section 4.22 XXXXX System Section 4.6 Environmental Laws Section 4.16 FDA Section 4.29 GAAP Section 4.6 Investor Preamble Issuer Covered Person Section 4.22 Lock-up Period Section 6.5(a) Losses Section 7.2 QEF Section 6.14 Ordinary Shares Recitals PFIC Section 6.14 Purchase Price Section 2 Receiving Party Section 6.1(a) Register of Members Section 3.2 Registration Rights Agreement Recitals Regulation D Section 4.19 Representatives Section 6.1(c) Sanctioned Country Section 4.25 Sanctions Section 4.25 Shares Section 2 Standstill Termination Event Section 6.4 Transfer Agent Section 6.2 ​
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Related to 2Other Defined Terms

  • Other Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Other Definitions Defined in Term Section ---- -------

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Index of Other Defined Terms In addition to those terms defined above, the following terms shall have the respective meanings given thereto in the sections indicated below:

  • New Defined Terms The following defined terms are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

  • INDEX OF DEFINED TERMS 15Ga-1 Notice 21 Mortgage Note 1 Accountant’s Due Diligence Report 15 Mortgagor 1 Affected Loan(s) 19 MOU 27 Agreement 1 Officer’s Certificate 7 Bxxx of Sale 2 Other Mortgage Loans 1 Certificate Administrator 1 Pooling and Servicing Agreement 1 Certificate Purchase Agreement 1 Preliminary Memorandum 1 Certificates 1 Private Certificates 1 Closing Date 2 Prospectus Supplement 1 Collateral Information 11 Public Certificates 1 Crossed Mortgage Loans 19 Purchaser 1 Cure Request 17 Repurchase Request 21 Custodian 1 Seller 1 Defective Mortgage Loan 19 Seller Defeasance Rights and Obligations 22 Dispute 21 Seller Parties 1 Final Judicial Determination 22 Seller Reporting Information 14 Final Memorandum 1 Seller’s Information 14 General Special Servicer 1 Special Servicer 1 Indemnification Agreement 14 SMC 1 Initial Purchasers 1 Trust 1 Master Servicer 1 Trust Advisor 1 Material Breach 17 Trustee 1 Material Document Defect 17 UCC 5 Mortgage File 3 Underwriters 1 Mortgage Loan Schedule 2 Underwriting Agreement 1 Mortgage Loans 1 Mortgage Loan Purchase Agreement (this “Agreement”), dated July 24, 2015, between Starwood Mortgage Funding III LLC (“Seller”), and Starwood Mortgage Capital LLC (“SMC” and, together with Seller, the “Seller Parties”) and Mxxxxx Sxxxxxx Capital I Inc. (“Purchaser”). Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the “Mortgage Loans”), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a “Mortgage Note”) evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a “Mortgagor”). Purchaser will convey the Mortgage Loans to a trust (the “Trust”) created pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), to be dated as of August 1, 2015, between Purchaser, as depositor, Wxxxx Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”), certificate administrator (in such capacity, the “Certificate Administrator”), custodian (in such capacity, the “Custodian”), certificate registrar and authenticating agent, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Park Bridge Lender Services LLC, as trust advisor (the “Trust Advisor”), and Wilmington Trust, National Association, as trustee (the “Trustee”). In exchange for the Mortgage Loans and certain other mortgage loans to be purchased by Purchaser (collectively the “Other Mortgage Loans”), the Trust will issue to the Depositor pass-through certificates to be known as Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2015-C24, Commercial Mortgage Pass-Through Certificates, Series 2015-C24 (the “Certificates”). The Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Pooling and Servicing Agreement. The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class X-A, Class A-S, Class B and Class C Certificates (the “Public Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, CIBC World Markets Corp. and Dxxxxx Xxxxxxxx, LLC, as underwriters (in such capacities, the “Underwriters”), pursuant to an Underwriting Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Underwriters, dated as of the date hereof (the “Underwriting Agreement”), and the Class XB, Class X-D, Class D, Class E, Class F, Class G, Class V and Class R Certificates (the “Private Certificates”) will be sold by Purchaser to Mxxxxx Sxxxxxx & Co. LLC and Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, as initial purchasers (in such capacities, the “Initial Purchasers”) pursuant to a Certificate Purchase Agreement, between Purchaser, Mxxxxx Sxxxxxx Mortgage Capital Holdings LLC and the Initial Purchasers, dated as of the date hereof (the “Certificate Purchase Agreement”). The Underwriters will offer the Public Certificates for sale publicly pursuant to a Prospectus dated October 1, 2013, as supplemented by a Prospectus Supplement dated the date hereof (together, the “Prospectus Supplement”), and the Initial Purchasers will offer the Private Certificates for sale in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to a Private Placement Memorandum dated the date hereof (the “Final Memorandum”) and a preliminary version thereof dated July 15, 2015 (as supplemented by the preliminary private placement memorandum supplement, dated July 20, 2015, the “Preliminary Memorandum”). In consideration of the mutual agreements contained herein, Purchaser and each Seller Party hereby agree as follows:

  • 01 (Defined Terms) As used in this Agreement, the following terms have the meanings specified below:

  • LIST OF DEFINED TERMS A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Schedule 15 Company Equity Plans 14 Company Material Adverse Effect 15 Company Restricted Stock 14 Company RSUs 14 Company SEC Reports 17 Company Stock Option 14 Company Stockholder Approval 27 Company Stockholders 1 Company’s Knowledge 19 Confidentiality Agreement 34 Consideration Fund 11 Continuing Director 6 Continuing Employees 37 Contract 17 —D— Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —F— FDCA 26 Financing 30 Financing Sources 47 Fully Diluted Basis 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Parties 38 Initial Expiration Date 3 Insured Parties 38 Intellectual Property 22 IRS 20 —K— Knowledge of the Company 19 Knowledge of the Parent 31 —L— Law 2 License-In Contracts 22 License-Out Contracts 22 Loan Agreement 40 —M— Material Contract 18 Maximum Premium 38 MDD 26 Medical Device 26 Merger 1 Merger Consideration 11 Minimum Condition 2 —N— Notice Period 36 —O— Offer 1 Offer Documents 4 Offer Price 1 Offer to Purchase 2 Offering 14 Option Amount 13 Order 22 —P— Parent 1 Parent Disclosure Schedule 28 Parent Material Adverse Effect 28 Parent’s Knowledge 31 Paying Agent 11 Permits 21 Person 12 Post-Closing SEC Reports 42 Prohibited Payment 21 Proxy Statement 10 Purchaser 1 —Q— Qualifying Transaction 45 —R— Real Property 24 Representatives 33 —S— Schedule 14D-9 5 Schedule TO 4 SEC 3 Section 409A 20 Securities Act 8 Securities Exchange Rule 3 Share Acceptance Time 2 Shares 1 Short Form Threshold 10 Special Meeting 10 Subsequent Offering Period 3 Subsidiary 16 Superior Proposal 36 Surviving Corpo 8 —T— Tax 24 Taxes 23, 24 Taxing Authorities 23 Tender and Voting Agreements 1 Termination Fee 45 Top-Up Option 7 Top-Up Option Shares 7 Transactions 1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), is by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).

  • Incorporation of defined terms (a) Unless a contrary indication appears, a term defined in the Original Facility Agreement has the same meaning in this Agreement.

  • Other Definitional Provisions (a) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

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