Certain Definitions and Other Matters Sample Clauses

Certain Definitions and Other Matters. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings. Capitalized terms used but not defined in this Agreement have the meanings ascribed to them in the Separation Agreement.
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Certain Definitions and Other Matters. SECTION 1.01. Certain Definitions 1 SECTION 1.02. Terms Defined in Other Sections 6
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Certain Definitions and Other Matters. 80 Section 16.1 Definitions..................................................................... 80 Section 16.2 Disclosure Schedules............................................................ 86 ARTICLE XVII MISCELLANEOUS.............................................................................. 86
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Certain Definitions and Other Matters. 1 Section 1.1 Certain Definitions 1 Section 1.2 Terms Defined in Other Sections 10 Section 1.3 Interpretation and Rules of Construction 12 ARTICLE II. DISTRIBUTION OF STOCK; CLOSING 12 Section 2.1 Distribution of Stock 12 Section 2.2 Closing 12 Section 2.3 THX’s Deliveries at the Closing 12 Section 2.4 THEC’s Deliveries at the Closing 13 ARTICLE III. REORGANIZATION 13 Section 3.1 Contribution 13 Section 3.2 Assets and Liabilities 13 Section 3.3 Assignment of Contracts and Rights 15 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THX 16 Section 4.1 Organization and Qualification 16 Section 4.2 Capitalization 16 Section 4.3 Authorization 17 Section 4.4 Consents and Approvals; No Violation 17 Section 4.5 Lease Operating Statements 17 Section 4.6 Financial Information; No Undisclosed Liabilities 17 Section 4.7 Bank Account Information 18 Section 4.8 Litigation 18 Section 4.9 Licenses; Approvals 18 Section 4.10 Labor Matters 18 Section 4.11 Compliance with Laws 19 Section 4.12 Insurance 19 Section 4.13 Contracts 19 Section 4.14 Environmental Matters 19 Section 4.15 Real Property 20 Section 4.16 Employee Benefit Plans 20 Section 4.17 Non-Foreign Representation 22 Section 4.18 Reserve Report 22 Section 4.19 Title 23 Section 4.20 Sufficiency of Assets 23 Section 4.21 No Sale of EnerVest Assets 23 Section 4.22 Financing 23 Section 4.23 Condition of Personal Property 23 Section 4.24 Brokerage Fees and Commissions 23 Section 4.25 No Hxxxxx 23 Section 4.26 Disclaimers 23 TABLE OF CONTENTS Page ARTICLE V. REPRESENTATIONS AND WARRANTIES OF THEC AND KEYSPAN 24 Section 5.1 Organization 24 Section 5.2 Authorization 25 Section 5.3 Consents and Approvals; No Violation 25 Section 5.4 THEC THX Shares 25 Section 5.5 Litigation 25 Section 5.6 Acquisition of Seneca-Upshur Shares for Investment 26 Section 5.7 Acknowledgements 26 ARTICLE VI. COVENANTS AND AGREEMENTS 26 Section 6.1 Employee Matters 26 Section 6.2 Further Assurances 28 Section 6.4 Confidentiality; Access to Records 29 Section 6.5 THX Shares Retained by THEC 30 Section 6.6 Intercompany Accounts and Bank Debt 30 Section 6.7 THX Compliance with Underwriting Agreement 31 Section 6.8 Governance 31 Section 6.9 Issuances of THX Common Stock 31 Section 6.10 Insurance 32 ARTICLE VII. TAX MATTERS 32 ARTICLE VIII. CONDITIONS TO CLOSING 32 Section 8.1 Mutual Conditions 32 Section 8.2 Conditions to THEC’s and KeySpan’s Obligations 32 Section 8.3 Conditions to THX’s and Seneca-Upshur’s Obligations 33 ARTICLE IX. TERMINATION 34 Secti...
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Certain Definitions and Other Matters 
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Related to Certain Definitions and Other Matters

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Definitions and Other Provisions of General Application SECTION 101.

  • Sections and Other Headings The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

  • Adjustments and Other Rights The Exercise Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as follows; provided, that if more than one subsection of this Section 13 is applicable to a single event, the subsection shall be applied that produces the largest adjustment and no single event shall cause an adjustment under more than one subsection of this Section 13 so as to result in duplication:

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Borrower obtains knowledge thereof) telephonic and written notice of:

  • Section and Other Headings The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

  • Payments Fees and Other General Provisions Section 3.1.

  • Amendments and Supplements to a Prospectus and Other Matters The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during the period in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated by the Incorporated Documents or any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Incorporated Documents or any Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Incorporated Documents or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents or any Prospectus that is necessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement, the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Incorporated Documents or any Prospectus in connection with the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Placement Agent reasonably objects.

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