Certain General Terms and Other Agreements Sample Clauses

Certain General Terms and Other Agreements. 58 11.1 Waiver of Claims Against Trust Account 58 11.2 Notices 58 11.3 No Survival 60 11.4 Expenses 60 11.5 Interpretation; Construction 60 11.6 No Third-Party Beneficiaries 61 11.7 Governing Law 61 11.8 Jurisdiction, Venue and Waiver of Jury Trial 61 11.9 Entire Agreement; Amendment; Waiver 61 11.10 Assignment; Binding Effect 62 11.11 Severability; Blue-Pencil 62 11.12 Counterparts 62 11.13 Disclosure Schedules 62 11.14 Legal Representation; Conflicts Waiver 62 11.15 Specific Enforcement 63 11.16 Appointment of Stockholder Representative 63 ARTICLE 12 CERTAIN DEFINITIONS 65 Business Combination Agreement Page iii GLOSSARY OF DEFINED TERMS Definition Location Adjustment Reserve Amount Section 2.1(h) Affiliate Article 12 Agreement Preamble Aggregate Purchase Price Section 2.1 Allocation Schedule Section 2.2(c) Amended Buyer Charter Section 8.10(b) Ancillary Document Article 12 Annual Balance Sheet Date Section 3.4(a)(i) Antitrust Laws Section 6.1(a) Applicable Law Article 12 Book-Entry Shares Section 1.3(k) Business Introduction Business Combination Section 11.1 Business Day Article 12 Buyer Preamble Buyer Certificate of Incorporation Article 12 Buyer Class F Common Stock Article 12 Buyer Common Stock Article 12 Buyer Disclosure Schedule Article 5 Buyer Financials Section 5.5(c) Buyer Major Contract Section 5.9(a) Buyer Preferred Stock Article 12 Buyer Private Placement Warrants Section 8.16(a) Buyer Public Unit Article 12 Buyer Public Warrants Article 12 Buyer Required Stockholder Approvals Article 12 Buyer Securities Article 12 Buyer Sponsor Article 12 Buyer Stockholder Approval Matters Section 8.10(b) Buyer Stockholders’ Written Consent Section 8.10(a) Buyer Transaction Expenses Article 12 Buyer’s Proposed Calculations Section 2.5(a) Cash Article 12 Certificate Section 1.3(k) Certificates of Merger Section 1.2 Xxxxxxx Act Article 12 Closing Section 2.3 Closing Date Section 2.3 Closing Filing Section 8.6(g)(ii) Closing Indebtedness Section 2.1(e) Closing Net Working Capital Article 12 Closing Press Release Section 8.6(g)(ii) Closing Share Consideration Section 1.3(f)(iii) COBRA Article 12 COBRA Coverage Section 8.1(c) Code Article 12 Common Share Merger Consideration Section 1.3(i) Common Stockholders Article 12 Business Combination Agreement Page iv Company Preamble Company Common Stock Article 12 Company Intellectual Property Article 12 Company IP Agreements Article 12 Company IT Systems Article 12 Company Owned Software Section 3.13(h) Company Plan Art...
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Certain General Terms and Other Agreements 
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Related to Certain General Terms and Other Agreements

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Contracts and Other Agreements Property Manager shall maintain at the Records Office one original (or a copy, if no original is available) of all contracts, occupancy leases, lease abstracts, tenant income certifications, equipment leases, maintenance agreements and all other agreements relating to the Property.

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies of all of the following agreements or documents to which it is subject and each of which is listed in Disclosure Schedule 3.22: equipment supply and maintenance contracts, giving rise to rental and/or service income in excess of $1,000,000 per annum; supply agreements and purchase agreements not terminable by such Credit Party within 60 days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $1,000,000 per annum; licenses and permits held by the Credit Parties, the absence of which could be reasonably likely to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • 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.

  • Voting Rights and Other Actions 14 SECTION 4.1. Prior Notice to Certificateholder with Respect to Certain Matters..................14 SECTION 4.2. Action by Certificateholder with Respect to Certain Matters........................15 SECTION 4.3. Restrictions on Certificateholder's Power..........................................15 SECTION 4.4. Rights of Note Insurer.............................................................15

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Payments Fees and Other General Provisions Section 3.1.

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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