Certain Additional Defined Terms. In addition to such terms -------------------------------- as are defined in the opening paragraph and in Section 1.1 of this Agreement, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:
Certain Additional Defined Terms. In addition to such terms as are defined in the preamble of and the recitals to this Agreement and in Section 18.1, the following terms are used in this Agreement as defined in the Articles or Sections set forth opposite such terms: 52 Term Defined Adjusted Purchase Price Section 2.2 Adjustment Amount Section 3.5 AFE Section 4.13 Agreement Preamble Allocated Value Section 3.1(c)(i) Assets Section 1.1 Assumed Obligations Section 11.4(a) Business Days Section 2.3(a) Business Employees Section 11.12(a) Claim Notice Section 11.4(e)(i) Closing Section 10.1 Closing Date Section 10.1 Code Section 4.5 Continuing Employee Section 11.12(c) Cure Period Section 3.6(b) Deductible Amount Section 3.4 Defects Escrow Section 3.6(a) Defects Escrow Agent Section 3.6(a) Defects Escrow Agreement Section 3.6(a) Defects Escrow Amount Section 3.6(a) Defensible Title Section 3.1(d)(i) Deferred Adjustment Claim Section 3.5 Deferred Matters Date Section 3.5 Deposit Section 2.1(c) Deposit Escrow Agreement Section 2.1(e) Disputes Section 17.1(a) Documents Section 14.1 Effective Time Section 1.1 Entech Section 1.2 Environmental Claims Section 16.2 Environmental Defect Section 3.2(e)(i) Environmental Defect Notice Section 3.2(c) Environmental Defect Value Section 3.2(e)(ii) Environmental Information Section 3.2(b) Escrow Agent Section 2.1(c) Examination Period Section 3.1(a) Estimated Adjusted Purchase Price Section 2.3(a) Excluded Assets Section 1.1 Filings Section 17.24 Indemnified Party Section 11.4(e)(i) Indemnifying Party Section 11.4(e)(i) Independent Expert Section 17.1(a) Interim Period Section 6.1
Certain Additional Defined Terms. The following terms are defined in the Sections or subsections referenced opposite such terms: Defined Term Section “Agent” Preamble “Assignee” 11.14 “Borrower” Preamble “Claims” 11.11(a) “Collateral” 3.1 “Confidential Information” 11.13 “End of Term Charge” 2.5 “Event of Default” 9 “Financial Statements” 7.1 “Indemnified Person” 6.3 “Lenders” Preamble “Liabilities” 6.3 “Maximum Rate” 2.2 “Participant Register” 11.8 “Prepayment Charge” 2.4 “Publicity Materials” 11.19 “Qualified Equity Raise” 7.7 “Qualified Equity Raise Net Proceeds” 1.1 “Register” 11.7 “SBA” 7.16 “SBIC” 7.16 “SBIC Act” 7.16 “Tranche I Advance” 2.1(a)(i) “Tranche II Advance” 2.1(a)(ii) “Tranche III Advance” 2.1(a)(iii) Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Fina...
Certain Additional Defined Terms. In addition to such terms as are defined in Section 8.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference Agreement Introduction Closing Section 1.2 Closing Date Section 1.2 Common Units Recitals Confidential Information Section 4.1 Contributor Introduction Contributor’s Indemnified Parties Section 6.2(b) Contributor Properties Recitals Contributor Units Section 1.3(a) DSD Agreement Recitals Effective Time Section 1.2 Exchange Agent Section 1.3(a) Excluded Losses Section 6.2(a) Loss Section 6.2(a) Participants Recitals Participation Agreement Recitals Participation Percentage Recitals Partnership Introduction Partnership Audited Financial Statements Section 2.7 Partnership-Entitled Production and Proceeds Section 5.1 Partnership Financial Statements Section 2.7 Partnership GP Section 2.3(a) Partnership Indemnified Parties Section 6.2(a) Partnership Latest Balance Sheet Section 2.7 Partnership Unaudited Financial Statements Section 2.7 Properties Section 1.1 Registration Statement Section 2.14 Representatives Section 4.1 SEC Section 2.13 SEC Filings Section 2.13 Tax Treatment Section 1.7 Third Party Claim Section 6.3(b) Transfer Section 1.1 [Signature Page Follows]
Certain Additional Defined Terms. 40 10.3 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 -iv- 6 LIST OF SCHEDULES AND EXHIBITS TO AGREEMENT Schedule 3.1(a) - State of Incorporation and Foreign Qualification Schedule 3.1(b) - Ownership of Stock Schedule 3.1(c) - Consents and Approvals Schedule 3.1(d) - Financial Information Schedule 3.1(e) - Liens and Encumbrances Schedule 3.1(f) - Properties, Contracts, Permits and Other Data Schedule 3.1(h) - Accounts Receivable; Inventory Schedule 3.1(i) - Legal Proceedings Schedule 3.1(j) - Insurance Schedule 3.1(k) - Intellectual Property Schedule 3.1(l) - Conduct of Business in Compliance with Regulatory and Contractual Requirements Schedule 3.1(n) - Environmental Compliance Schedule 3.1(o) - Books and Records Schedule 3.1(p) - Taxes Schedule 3.1(q) - Additional Information Schedule 3.1(r) - Labor Matters Schedule 3.1(s) - Employee Benefit Plans Schedule 3.1(t) - Affiliate Transactions Schedule 3.1(w) - Vessels Schedule 3.1(x) - Customers Schedule 3.2(c) - Buyer Consents
Certain Additional Defined Terms. 33 11.3 References............................................... 34