Certain Additional Defined Terms. In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------
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:
Certain Additional Defined Terms. In addition to the following defined terms and terms defined elsewhere herein, when used in the Agreement, terms with initial capital letters have the meaning given such term under the Plan, as in effect from time to time.
Certain Additional Defined Terms. In addition to such terms as are defined in the preamble of and recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Articles or Sections set forth opposite such terms: Defined Term Reference Acceptable Issuing Bank Section 9.15 Aggregate Per Member Cash Consideration Section 3.1(a) Aggregate Per Member Consideration Section 3.1(a) Agreement Preamble Allocation Statement Section 9.9(d) Arrow Pipeline Recitals Base Merger Consideration Section 3.2 Bidder Confidentiality Agreements Section 9.6(b) Buyer Preamble Buyer Financial Statements Section 7.16 Buyer Financing Section 9.14(a) Buyer Indemnified Parties Section 13.2(a) Buyer SEC Documents Section 7.15(a) Buyer’s Indemnified Claim Section 13.2(a) Cap Section 13.2(d) Closing Section 2.2 Closing Date Section 2.2 Closing Payment Section 12.1 Company Preamble Company Contract Section 4.12(a) Company Counsel Section 15.11(a) Consents Section 4.7 Continuing Employees Section 9.8(a) Custody Agreement Section 9.18 Damages Section 9.2 De Minimis Threshold Section 13.2(d) Debt Payoff Amount Section 3.3(d) Deductible Section 13.2(d) Disguised Sale Section 9.9(a) DLLCA Recitals Effective Time Section 2.3 Escrow Term Section 13.6(b) Estimated Closing Date Balance Sheet Section 12.1 Estimated Closing Items Section 12.1 Estimated Merger Consideration Adjustment Amount Section 12.1 Estimated Net Working Capital Section 12.1 Estimated Reimbursable Capital Expenditures Section 12.1 Excess Payment Section 12.2(b) Execution Date Preamble Final Closing Date Balance Sheet Section 12.2(a) Final Closing Items Section 12.2(a) Final Merger Consideration Adjustment Amount Section 12.2(a) Final Net Working Capital Section 12.2(a) Final Reimbursable Capital Expenditures Section 12.2(a) Final Settlement Statement Section 12.2(c) Financial Statements Section 4.23(a) Fundamental Representations and Warranties Section 13.3(a)(ii) General Survival Period Section 13.3(a)(i) Indemnitee Section 13.4 Independent Expert Section 12.2(c) Intellectual Property Section 4.17(a) Interim Balance Sheet Section 4.23(a) Leases Section 4.16(b) Member Representative Section 15.13 Members’ Indemnified Claims Section 13.1(a) Merger Recitals Merger Sub Preamble MHA Recitals MHA Acquisition Recitals Multiemployer Plan Section 4.24(d) Offsite Release Liability Section 4.14(b) Party Preamble Policies Section 4.21(a) Post-Closing Date Straddle Period Section 9.9(b)(iii) Pre-Closing Date Straddle Period S...
Certain Additional Defined Terms. In addition to such terms as are defined in Section 10.1, the following terms are used in this Agreement as defined in the Sections of this Agreement referenced opposite such terms:
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 opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:
Certain Additional Defined Terms. The following terms are defined in the Sections or subsections referenced opposite such terms: Defined Term Section Act 8.1 Agent Preamble Assignee 11.14 Borrower Preamble Claims 11.11 Collateral 3.1 Confidential Information 11.13 End of Term Charge 2.5(b) Event of Default 9 Financial Statements 7.1 Indemnified Person 6.3 Lenders Preamble Liabilities 6.3 Maximum Rate 2.3 Prepayment Charge 2.4 Publicity Materials 11.18 Register 11.7 Rights to Payment 3.1 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. [***] Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10) and Item 601(a)(5). 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 Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a r...
Certain Additional Defined Terms. 8 Section 1.3. References, Titles and Construction................. 9
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]
