GNXE definition

GNXE means Gener8Xion Entertainment, Inc.
Sample 1
GNXE. GENER8XION ENTERTAINMENT, INC., A Delaware corporation By: ----------------------------------- Xxxxxxx Xxxxxx Chief Executive Officer "MERD": MERD HOLDINGS, LLC A California limited liability company By: ----------------------------------- Xxxxxx Xxxxx Manager EXHIBITS [TO COME] EXHIBIT 12.1(G)(1) FORM OF XXXX OF SALE KNOW ALL PERSONS BY THESE PRESENTS that MERD HOLDINGS, LLC, a California limited liability company ("SELLER") for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby sells, transfers, assigns, conveys, and delivers to GENER8XION ENTERTAINMENT, INC., a Delaware corporation ("BUYER"), and its successors and assigns, all the right, title and interest of Seller in and to the Assets and Goodwill (as defined herein), free and clear of all liens, mortgages, pledges, encumbrances and charges of every kind, pursuant to the terms of that certain Asset Purchase Agreement by and between Buyer and Seller dated August___, 2005 (the "PURCHASE AGREEMENT"). All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
Sample 1

Examples of GNXE in a sentence

  • Merd shall deliver to GNXE at the Closing, the documents and instruments specified in Section 12.1(h) of this Agreement.

  • In addition, Merd shall cooperate with GNXE in identifying employee(s) of Merd that GNXE may wish to employ from and after the Closing, and shall take all action reasonably requested by GNXE to inform GNXE as to the experience, training, and qualifications of such employee(s) and to retain such employee(s) in the employ of Merd up to the Closing.

  • GNXE shall have performed and satisfied all of the covenants, agreements, obligations and conditions required by this Agreement to be performed and satisfied by it at or prior to the Closing.

  • Merd shall indemnify GNXE against any and all claims made by the creditors of Merd, the basis of the claim(s) of which occurred prior to the Closing Date.

  • If the closing occurs hereunder despite such casualty as a result of the waiver of this condition by GNXE, Merd shall assign or pay over to GNXE the proceeds of any insurance or any condemnation proceeds with respect to any casualty involving the purchased property that occurs after the date hereof.

  • Concurrently with the Closing of this transaction, and as a condition precedent thereto, GNXE and Xxxxx shall each execute and deliver to the other the Employment Agreement in the form attached hereto as Exhibit 2.3.

  • All notices and communications pertaining to this Agreement or the transactions contemplated hereby shall be made in writing and shall be deemed sufficiently given if delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or (c) by prepaid commercial overnight courier that guarantees next day delivery and provides a receipt, addressed as follows: To GNXE: Gener8xion Entertainment, Inc.

  • GNXE shall be responsible for obtaining its own insurance and utilities as of the Closing Date and thereafter.

  • Merd shall have delivered to GNXE a certificate dated as of the Closing Date and signed by its manager, to the effect that the conditions set forth in Section 12.1(a), (b), (c), and (e) of the Agreement have been satisfied (the "MERD OFFICERS' CERTIFICATE").

  • Further, GNXE shall not be responsible for any severance pay previously pledged or due to employees or any wages, benefits or vacation payouts due to employees terminated as of Closing.

Related to GNXE

  • Raptor means all birds of the orders Falconiformes and Strigiformes, commonly called falcons,

  • ABI means Anheuser-Busch InBev SA/NV, its domestic and foreign parents, predecessors, divisions, subsidiaries, affiliates, partnerships and joint ventures (excluding Crown, and, prior to the completion of the Transaction, Modelo); and all directors, officers, employees, agents, and representatives of the foregoing. The terms “parent,” “subsidiary,” “affiliate,” and “joint venture” refer to any person in which there is majority (greater than 50 percent) or total ownership or control between the company and any other person.

  • VET means vocational education and training.

  • CIMA means the Cayman Islands Monetary Authority whose contact details are available from www.cima.ky;

  • SWDocID [[6027980]]" "" [[6027980]] elect or decline, in its sole discretion, to provide a New Commitment. Such New Commitments shall become effective as of such Increased Amount Date, and in the case of Incremental Term Loans, shall be made on such Increased Amount Date; provided that (i) the conditions set forth in paragraphs of (b) and (c) of Section 4.02 shall be satisfied or waived by the Required Lenders on such Increased Amount Date before or after giving effect to such New Commitments and Loans; (ii) such increase in the Revolving Facility Commitments and/or the Incremental Term Loans shall be evidenced by one or more joinder agreements executed and delivered to Administrative Agent by each New Lender, as applicable, and each shall be recorded in the register, each of which shall be reasonably satisfactory to the Administrative Agent and subject to the requirements set forth in Section 2.17(f); and (iii) the Borrower shall make any payments required pursuant to Section 2.16 in connection with the provisions of the New Commitments; provided that, with respect to any Incremental Term Loans incurred for the primary purpose of financing a Limited Conditionality Acquisition (“Acquisition-Related Incremental Term Loans”), clause (i) of this sentence shall be deemed to have been satisfied so long as (A) as of the date of execution of the related Limited Conditionality Acquisition Agreement by the parties thereto, no Default shall have occurred and be continuing or would result from entry into such Limited Conditionality Acquisition Agreement, (B) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) is in existence immediately before or after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (C) the representations and warranties of the Loan Parties set forth in this Agreement and the other Loan Documents shall be true and correct in all material respects as of the date of execution of the applicable Limited Conditionality Acquisition Agreement by the parties thereto, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (C) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) and (D) as of the date of the borrowing of such Acquisition-Related Incremental Term Loans, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Acquisition-Related Incremental Term Loans) shall be true and correct in all material respects immediately before and after giving effect to the incurrence of such Acquisition-Related Incremental Term Loans, except to the extent any such representations or warranties are expressly limited to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such specified earlier date (provided that no materiality qualifier set forth in this subclause (D) shall be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof).

  • ANI means automatic number identification.

  • TMDL means the total maximum daily load limitation of a parameter, representing the estimated assimilative capacity for a water body before other designated uses are adversely affected. Mathematically, it is the sum of wasteload allocations for point sources, load allocations for non-point and natural background sources, and a margin of safety.

  • mg means milligram.

  • UNICEF means the subsidiary organ of the United Nations established by the General Assembly pursuant to resolution 57(I) of 11 December 1946.

  • Argentina means the Republic of Argentina.

  • CMBI means Chase Manhattan Bank International, an indirect wholly-owned subsidiary of Bank, located in Moscow, Russia, and any nominee companies appointed by it.

  • TELRIC means Total Element Long-Run Incremental Cost.

  • Tabarru’ means donation for the purpose of solidarity and cooperation among the Takaful Participants and to be used to help all Takaful Participants in times of misfortune. In the context of the Company, Tabarru’ will be allocated into the Participants’ Risk Fund.

  • SPEX means Special Licensure Examination prepared by the Federation of State Medical Boards and administered by a licensing authority in any jurisdiction. The passing score on SPEX is 75.

  • Chile means the Republic of Chile.

  • SMI means the a supplier managed inventory service (consignment or imprest stock option) as described further in Call Off Schedule 9;

  • Apple means Apple Inc., a California corporation with its principal place of business at Xxx Xxxxx Xxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx 00000, U.S.A.

  • snippet means with respect to any Material Contract, a consent and agreement in favor of the Term Loan Collateral Agent (for the benefit of the Secured Parties) in substantially the form attached hereto as Exhibit F or otherwise in form and substance reasonably satisfactory to the Term Loan Collateral Agent and the Administrative Agent.","hash":"b253905eac2329f4ce5deee359573d97","id":7},{"snippetLinks":[{"key":"the-consent","type":"clause","offset":[6,17]},{"key":"dated-as-of","type":"definition","offset": [32,43]},{"key":"march","type":"clause","offset":[44,49]},{"key":"the-bank","type":"clause","offset":[72,80]},{"key":"sumitomo","type":"definition","offset":[87,95]},{"key":"heavy","type":"clause","offset":[96,101]},{"key":"industries","type":"clause","offset":[102,112]},{"key":"ltd","type":"clause","offset":[114,117]},{"key":"solely-for-purposes-of- section","type":"clause","offset":[120,150]},{"key":"borrower-and","type":"clause","offset":[173,185]},{"key":"certain","type":"clause","offset":[186,193]},{"key":"subsidiaries","type":"clause","offset":[208,220]}],"samples":[{"uri":"/contracts/8I1kKDYnIWF#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21},{"uri":"/contracts/ef30eXHgcuS#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21},{"uri":"/contracts/dwF8yXcI2kh#consent-and-agreement","label":"Loan and Security Agreement (Axcelis Technologies Inc)","score":21}],"size":6,"snippet":"means the Consent and Agreement dated as of March 30, 2009 by and among the Bank, SEN, Sumitomo Heavy Industries, Ltd. (solely for purposes of Section 2(b) thereunder), the Borrower and certain of Borrower’s Subsidiaries named therein.","hash":"e15b2264efd3078b83ce802817c2631f","id":8},{"snippetLinks":[{"key":"a-consent","type":"clause","offset":[6,15]},

  • CSI Chase Securities Inc.

  • SA means the booklet that describes the Health Care Coverage provided to Enrolled Members. The Subscriber Agreement(s) applicable to the initial Rating Period are listed in Section III.

  • NPS means nominal pipe size.

  • Elan means Elan Corp and its Affiliates.

  • Portugal means the territory of the Portuguese Republic situated in the European Continent, the Archipelagoes of Azores and Madeira, the respective territorial sea and any other zone in which, according to Portuguese and International Law, the Portuguese Republic has:

  • Spectrum means frequencies of electromagnetic spectrum used to provide fixed or mobile communications services as licensed or authorized by the FCC.

  • Siemens means Siemens AG (Germany) and its Affiliates.

  • SPMCIL means Security Printing and Minting Corporation Limited"SPMCIL" means Security Printing and Minting Corporation Limited