Asset Sellers Retrocession Agreements means all agreements pursuant to which any portion of the Liabilities of the business of the Asset Sellers is or has been reinsured or retroceded.
Retrocession Agreement means any agreement, contract, treaty or other arrangement whereby one or more insurers or reinsurers, as retrocessionaires, assume liabilities of reinsurers under a Reinsurance Agreement or other retrocessionaires under another Retrocession Agreement.
Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.
Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.
Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.
Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.
Assumed Agreements shall have the meaning as set forth in Section 2.2.
Seller’s Closing Documents as defined in Section 3.2(a).
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Reinsurance Agreements means any agreement, contract, treaty, certificate or other arrangement by which any Insurance Subsidiary agrees to transfer or cede to another insurer all or part of the liability assumed or assets held by it under one or more insurance, annuity, reinsurance or retrocession policies, agreements, contracts, treaties, certificates or similar arrangements. Reinsurance Agreements shall include, but not be limited to, any agreement, contract, treaty, certificate or other arrangement that is treated as such by the applicable Department.
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
Assumed Contracts has the meaning set forth in Section 2.1(d).
Seller Parties has the meaning set forth in the preamble to this Agreement.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Acquired Contracts has the meaning given in Section 2.1(a).
Target Companies means the Target and its Subsidiaries.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.
Transferred Entities means the entities set forth on Schedule 1.5.
Acquired Companies means, collectively, the Company and the Company Subsidiaries.
Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.
Assigned Contracts has the meaning set forth in Section 2.01(c).
Seller has the meaning set forth in the Preamble.
Seller Parent has the meaning set forth in the Preamble.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).