Closing Date Acquisition Agreement Assignment definition

Closing Date Acquisition Agreement Assignment means that certain Assignment of Representations, Warranties, Covenants and Indemnities, dated as of the Closing Date by the Borrower in favor of the Administrative Agent and acknowledged by T.A.S. Holdings, LLC, in form and substance reasonably satisfactory to the Administrative Agent.
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Closing Date Acquisition Agreement Assignment means that certain Assignment of Representations, Warranties, Covenants and Indemnities, dated as of the Closing Date by the Borrower in favor of the Administrative Agent and acknowledged by T.A.S. Holdings, LLC, in form and substance reasonably satisfactory to the Administrative Agent. “Closing Date Acquisition Documents” means the Closing Date Acquisition Agreement and all related instruments and agreements executed in connection therewith. “Collateral” means the collateral identified in, and at any time covered by, the Collateral Documents. “Collateral Agent” means as defined in the introductory paragraph hereto, together with its successors and assigns. “Collateral Documents” means the Pledge Agreement, the Security Agreement, the Mortgages, Closing Date Acquisition Agreement Assignment, the Fleet Mortgages and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to the Collateral Agent, for the benefit of the holders of the Obligations, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations. “Commitments” means the Revolving Commitments and the Term Loan Commitments. “Commitment Fee” means as defined in Section 2.10(a). “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.). “Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit 7.1(c). “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Consolidated Capital Expenditures” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, all capital expenditures, as determined in accordance with GAAP; provided, however, that Consolidated Capital Expenditures shall not include (a) expenditures made with proceeds of any Involuntary Disposition to the extent such expenditures are used to purchase property that is the same as or similar to the property subject to such Involuntary Disposition or (b)
Sample 1
Closing Date Acquisition Agreement Assignment means that certain Assignment of Representations, Warranties, Covenants and Indemnities, dated as of the Closing Date by the Borrower in favor of the Administrative Agent and acknowledged by T.A.S. Holdings, LLC, in form and substance reasonably satisfactory to the Administrative Agent. “Closing Date Acquisition Documents” means the Closing Date Acquisition Agreement and all related instruments and agreements executed in connection therewith. “Collateral” means the collateral identified in, and at any time covered by, the Collateral Documents. “Collateral Agent” means as defined in the introductory paragraph hereto, together with its successors and assigns. “Collateral Documents” means the Pledge Agreement, the Security Agreement, the Mortgages, Closing Date Acquisition Agreement Assignment, the Fleet Mortgages and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to the Collateral Agent, for the benefit of the holders of the Obligations, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations. 7
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More Definitions of Closing Date Acquisition Agreement Assignment

Closing Date Acquisition Agreement Assignment means that certain Assignment of Representations, Warranties, Covenants and Indemnities, dated as of the Closing Date by the Borrower in favor of the Administrative Agent and acknowledged by T.A.S. Holdings, LLC, in form and substance reasonably satisfactory to the Administrative Agent. “Closing Date Acquisition Documents” means the Closing Date Acquisition Agreement and all related instruments and agreements executed in connection therewith. “Collateral” means the collateral identified in, and at any time covered by, the Collateral Documents. “Collateral Agent” means as defined in the introductory paragraph hereto, together with its successors and assigns. 7
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Related to Closing Date Acquisition Agreement Assignment

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Purchase Agreement Assignment means that certain Purchase Agreement Assignment [NW 1997 I], dated as of February 3, 1998, between Lessee and Lessor, as the same may be amended, supplemented or modified from time to time, with a form of Consent and Agreement to be executed by the Manufacturer attached thereto.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • First Amendment Closing Date has the meaning assigned to such term in the First Amendment.

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents and contractors shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per covered repair benefit limit set out above; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, including those caused by any fault, failure, delay or defect in providing services under this Service Agreement, and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state. Arbitration: YOU, NAW AND HOMESERVE ALL AGREE TO RESOLVE DISPUTES ONLY BY FINAL AND BINDING ARBITRATION OR IN SMALL CLAIMS COURT as follows:

  • Collateral Assignment Agreement has the meaning set forth in Section 9.05.

  • Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Assumption Agreement has the meaning specified in Section 2.18(d)(ii).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).