Exhibit A-6 definition

Exhibit A-6. “Fraud” means, with respect to a Party, common law fraud of a representation or warranty in the Merger Agreement or any of the other Transaction Documents executed as of the date hereof and any certificate delivered pursuant to Section 6.7(b) or Section 7.7(b) of the Merger Agreement involving an actual and intentional misrepresentation made by such Party with actual knowledge of its falsity and made for the purpose of inducing the other Parties to act, and upon which the other Parties justifiably relies with resulting Losses. Fraud shall not include any claim for equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, fraud by reckless or negligent misrepresentation or any tort based on negligence or recklessness. “GAAP” shall have the meaning set forth in the Merger Agreement. “Gaming Authority” shall have the meaning set forth in the Merger Agreement. “Gaming Holdco” shall have the meaning set forth in the Preamble. “Ghostbusters Sublicensing Agreement” means the Ghostbusters Sublicensing Agreement to be entered into by and between US Lottery Opco and US Gaming Opco, substantially in the form attached hereto as Exhibit C. “Governmental Approval” shall have the meaning set forth in the Merger Agreement. “Governmental Authority” means any United States or non-United States federal, state or local or any supra-national, political subdivision, governmental, legislative, regulatory or administrative authority, instrumentality, agency, body or commission, self-regulatory authority or any court, tribunal, or judicial or arbitral body, including any Gaming Authority. “Governmental Order” means any legally binding and enforceable order, writ, judgment, injunction or decree, entered by or with any Governmental Authority. “Group” means (a) with respect to Remainco, the Remainco Group, (b) with respect to Spinco, the Spinco Group and (c) with respect to Merger Partner, the Merger Partner Group. “▇▇▇▇” shall have the meaning set forth in the definition of “Remainco Books and Records”. “Hazardous Materials” has the meaning set forth in the Merger Agreement. “Indebtedness” of any Person means, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) indebtedness evidenced by any bond, debenture or note; (c) reimbursement or indemnification obligations with respect to letters of credit, performance bond, surety bonds or other similar instruments...
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Exhibit A-6. As defined in this Agreement, "
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Exhibit A-6 to Addendum No. 1 to Office Lease Plan of Fifth Expansion Space EXHIBIT A-6 Seventh Floor Plan Intentionally Deleted
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Examples of Exhibit A-6 in a sentence

  • Notwithstanding anything to the contrary herein, an Initial Purchaser may exchange beneficial interests in the Regulation S Temporary Book-Entry Note held by it for interests in the 144A Book-Entry Note only after delivery by the Initial Purchaser of instructions to DTC for the exchange, substantially in the form of Exhibit A-6 hereto.

  • The terms of the Notes set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇, Exhibit A-3, Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit A-6 are part of the terms of this Indenture.

  • A form of the RR Interest is attached as Exhibit A-6 to the Trust and Servicing Agreement.

  • The Principals further covenant and agree to cause the formation of the Newly Formed Entities prior to the Closing Date and to use all commercially reasonable efforts to cause the transfer of the properties set forth on Exhibit A-6 hereto, or assets related thereto, from the Existing Non-Fund Entities to the Newly Formed Entities, as contemplated by the Contribution Agreements signed by the Existing Non-Fund Entities.

  • The University will be required to submit a completed Current and Pending Support form (Exhibit A6) to the State with its Proposal.

  • Any claim, suit, or action not arising solely out of the Subrecipient’s use of the STIF Formula Funds or Subrecipient’s provision of transportation services shall be governed by Exhibit A(6), contribution.

  • At the Closing Time, the Representatives shall have received the opinion, together with a negative assurance letter, each dated the Closing Time, of ▇▇▇▇▇▇ LLP, counsel for the Underwriters, together with signed or reproduced copies of such letters for each of the other Underwriters substantially in the forms set forth attached hereto as Exhibit A-6.

  • In order to request a Committed Borrowing, the Borrower shall hand deliver or telecopy to the Agent a duly completed Committed Borrowing Request in the form of Exhibit A-6 (a) in the case of a Eurodollar Committed Borrowing, not later than 10:30 a.m., New York City time, three Business Days before a proposed Borrowing and (b) in the case of an ABR Borrowing, not later than 10:30 a.m., New York City time, on the day of a proposed Borrowing.

  • Additional details regarding the airport shuttle bus routes are described in Exhibit A-6.

  • Disclosure of Current and Pending Support The University will be required to submit a completed Current and Pending Support form (Exhibit A6) to the State with its Proposal.


More Definitions of Exhibit A-6

Exhibit A-6. “Group” means (a) with respect to ▇▇▇▇▇▇▇▇, the Remainco Group, (b) with respect to Spinco, the Spinco Group, (c) with respect to Merger Partner, the Merger Partner Group and (d) with respect to Buyer, the Buyer Group. “▇▇▇▇” shall have the meaning set forth in the definition of “Remainco Books and Records”. “Hazardous Materials” has the meaning set forth in the Merger Agreement. “HR Separation” shall have the meaning set forth in Section 1.15(a)(vii). “Indebtedness” of any Person means, without duplication, (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) indebtedness evidenced by any bond, debenture or note; (c) reimbursement or indemnification obligations with respect to letters of credit, performance bond, surety bonds or other similar instruments, but solely to the extent drawn; (d) net obligations under any interest rate, commodity or currency swap, cap, collar or futures Contract or other interest rate, commodity or currency hedging arrangement, in each case, net of any amounts payable to terminate such arrangement and to convert a net asset position into cash; (e) accrued and unpaid interest; (f) any guaranty by such Person of any indebtedness of any Third Party described in clauses (a) through (e) (without duplication of any such guaranteed indebtedness amounts; (g)
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Exhibit A-6 shall be added to the Base Indenture, as it applies to the Series 2001-3 Notes, as permitted by Section 12.1(f) of the Base Indenture and shall read as set forth on Exhibit E hereto.
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Related to Exhibit A-6

  • Class A-7 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-7 and Exhibit C hereto.

  • Class A-2B Certificate Any Certificate designated as a "Class A-2B Certificate" on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

  • Class A-1A Certificate means any one of the Certificates with a "Class A-1A" designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class A-2C Certificate Any Certificate designated as a "Class A-2C Certificate" on the face thereof, in the form of Exhibit A hereto, representing the right to distributions as set forth herein.

  • Class A-5 Certificate Any one of the Certificates executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-5 and Exhibit C hereto. Class A-5 Certificateholder: The registered holder of a Class A-5 Certificate.