Defined Terms in Annex K Sample Clauses

Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3 1.1 Purchase 3 1.2 Closing 3 1.3 Closing Conditions 4 ARTICLE II REPRESENTATIONS AND WARRANTIES 6 2.1 Organization, Authority and Significant Subsidiaries 6 2.2 Capitalization 6 2.3 Preferred Shares 7 2.4 Compliance With Identity Verification Requirements 7 2.5 Authorization; Enforceability 7 2.6 Anti-takeover Provisions and Rights Plan 8 2.7 No Company Material Adverse Effect 9 2.8 Company Financial Statements 9 2.9 Reports 9 2.10 No Undisclosed Liabilities 9 2.11 Offering of Securities 10 2.12 Litigation and Other Proceedings 10 2.13 Compliance with Laws 10 2.14 Employee Benefit Matters 11 2.15 Taxes 11 2.16 Properties and Leases 11 2.17 Environmental Liability 12 2.18 Risk Management Instruments 12 2.19 Agreements with Regulatory Agencies 12 2.20 Insurance 13 2.21 Intellectual Property 13 2.22 Brokers and Finders 13 2.23 Disclosure Schedule 13 2.24 Previously Acquired Preferred Shares 14 2.25 Related Party Transactions 14 2.26 Ability to Pay Dividends 14 ARTICLE III COVENANTS 14 3.1 Affirmative Covenants 14 3.2 Negative Covenants 20 Annex C (General Terms and Conditions) Page 1 ARTICLE IV ADDITIONAL AGREEMENTS 21 4.1 Purchase for Investment 21 4.2 Legends 21 4.3 Transfer of Preferred Shares 22 4.4 Rule 144; Rule 144A; 4(1 1/2) Transactions 22 4.5 Depositary Shares 24 4.6 Expenses and Further Assurances 24 ARTICLE V MISCELLANEOUS 24 5.1 Termination 24 5.2 Survival 25 5.3 Amendment 25 5.4 Waiver of Conditions 26 5.5 Governing Law; Submission to Jurisdiction; etc. 26 5.6 No Relationship to TARP 26 5.7 Notices 26 5.8 Assignment 27 5.9 Severability 27 5.10 No Third Party Beneficiaries 27 5.11 Specific Performance 27 5.12 Interpretation 27 Annex C (General Terms and Conditions) Page 2 ARTICLE I
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Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 3
Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page Article I Purchase; Closing 13 1.1 Purchase 13 1.2 Closing 13 1.3 Closing Conditions 14 ARTICLE II REPRESENTATIONS AND WARRANTIES 16 2.1 Organization, Authority and Significant Subsidiaries 16 2.2 Capitalization 16 2.3 Preferred Shares 17 2.4 Compliance With Identity Verification Requirements 17 2.5 Authorization; Enforceability 18 2.6 Anti-takeover Provisions and Rights Plan 19 2.7 No Company Material Adverse Effect 19 2.8 Company Financial Statements 19 2.9 Reports 19 2.10 No Undisclosed Liabilities 20 2.11 Offering of Securities 20 2.12 Litigation and Other Proceedings 20 2.13 Compliance with Laws 20 2.14 Employee Benefit Matters 21 2.15 Taxes 21 2.16 Properties and Leases 22
Defined Terms in Annex K. Except for defined terms in Annex K that are expressly cross-referenced in another part of this Agreement, terms defined in Annex K are defined therein solely for purposes of Annex K and are not applicable to other parts of this Agreement. Annex B (Definitions) ANNEX C GENERAL TERMS AND CONDITIONS CONTENTS OF GENERAL TERMS AND CONDITIONS Page ARTICLE I PURCHASE; CLOSING 1.1 3 Purchase 1.2 3 Closing 1.3 3 Closing Conditions ARTICLE II REPRESENTATIONS AND WARRANTIES 2.1 6 Organization, Authority and Significant Subsidiaries 2.2 6 Capitalization 2.3 Preferred Shares 2.4 7 Compliance With Identity Verification Requirements 2.5 7 Authorization; Enforceability

Related to Defined Terms in Annex K

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

  • Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

  • 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 ------------ -----------------

  • Undefined Terms Terms that may appear in this Agreement which are not defined. Parties acknowledge and agree that any such terms shall be construed in accordance with customary usage in the telecommunications industry as of the effective date of this Agreement.

  • Recitals; Defined Terms The recitals set forth above are true and correct and are incorporated herein by this reference. Capitalized terms used throughout this Amendment shall have the meanings set forth in the Agreement, unless otherwise specifically defined herein.

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:

  • Additional Defined Terms As used herein, the following defined terms shall have the following meanings with respect to the Notes only:

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

  • 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.

  • Incorporation of Recitals; Defined Terms The parties hereto acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

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