Shared Contracts has the meaning specified in Section 4.12(b).
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.
SpinCo Contracts means the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Assets is bound, whether or not in writing; provided that SpinCo Contracts shall not include (x) any contract or agreement that is contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of this Agreement or any Ancillary Agreement or (y) any contract or agreement that would constitute SpinCo Software or SpinCo Technology:
Transferred Entities means the entities set forth on Schedule 1.5.
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
Collective Agreements means collective agreements and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the Company and any of its Subsidiaries are bound.
Assumed Agreements shall have the meaning as set forth in Section 2.2.
Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Shared Contract shall have the meaning set forth in Section 2.8(a).
Transferred Employees has the meaning set forth in Section 6.4(a).
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.
Group Business Entity means;
Assigned Agreements means all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Affiliate Contracts shall have the meaning set forth in Section 4.11(b).
Affiliate Agreements means collectively, (a) the Administration Agreement dated as of March 15, 2011 between the Borrower and the External Manager, (b) the Amended and Restated Investment Advisory and Management Agreement dated as of December 12, 2011 between the Borrower and the External Manager and (c) the License Agreement dated as of March 14, 2011 between the Borrower and Tarrant Capital IP, LLC.
Related Contracts is defined in clause (c) of Section 2.1.
Seller Agreements means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.
Retained Contracts shall have the meaning specified in Section 2.1.6.
Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.
Tax Receivable Agreements means this Agreement, the Investors Tax Receivable Agreement (Exchanges) and the Management Tax Receivable Agreement.
Business Employees has the meaning set forth in Section 4.10(a).
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Terminated Contracts has the meaning set forth in Section 5.6(a).