Memphis definition

Memphis means Clear Channel Communications of Memphis, Inc., a Texas corporation, and a wholly-owned Subsidiary of Holdings.

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Memphis means Mall of Memphis Associates, a Tennessee limited partnership.

Memphis shall have the meaning set forth in the Preamble of this Agreement. “Names” shall have the meaning as set forth in Section 4.21. “Net Working Capital” shall mean (A) the sum of the values of the line items set forth on Annex C under the heading “Current Assets” (which shall not include Cash and Cash Equivalents or deferred Tax assets), minus (B) the sum of the values of the line items set forth on Annex C under the heading “Current Liabilities” (which shall not include deferred Tax Liabilities), in each case, calculated in accordance with the Accounting Principles. Any Liability to the extent included in the calculation of Net Working Capital as finally determined pursuant to Section 2.5 shall be excluded from the calculation of Indebtedness. “Net Working Capital Adjustment” shall mean an amount equal to the difference between the (A) Closing Date Net Working Capital and (B) Net Working Capital Target. “Net Working Capital Target” shall mean twenty two million three hundred thousand dollars ($22,300,000), as set forth and calculated in Annex C. “Non-Compete Period” shall have the meaning set forth in Section 6.7(a). “Non-controlling Party” shall have the meaning as set forth in Section 8.5(b)(iv). “Notice of Disagreement” shall have the meaning set forth in Section 2.6(b). “Independent Accountant” shall have the meaning set forth in Section 2.6(b). “Order” shall mean any order, decree, ruling, judgment, injunction or other action (whether temporary, preliminary or permanent) of a Governmental Body. “Ordinary Course of Business” shall mean an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” only if: (a) such action is substantially consistent with the custom and past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person; (b) such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority); (c) such action is similar in nature and magnitude (including with respect to scope, frequency and amount) to actions customarily taken, without any authorization by the board of directors (or by any Person or group of Persons exercising similar authority), in the ordinary course of the normal day-to-day operations of other Persons that are in the same line of business as such Person; and (d) such action is in compliance with applicable Law. “Organizational Documents” shall mean (a...

Examples of Memphis in a sentence

• Jurisdiction of any legal proceeding or dispute related to this agreement shall be exclusively within the Courts of the State of Tennessee and venue shall be in Memphis Tennessee.

• Any controversy concerning or claim arising out of or relating to this Agreement shall be settled by final and binding arbitration in Memphis, Shelby County, Tennessee at a location specified by the party seeking such arbitration.

• Any day on which commercial banks are not authorized or required to close in New York, New York, Memphis, Tennessee and the city in the United States in which the office or agency is maintained by the Pass Through Trustee for the payment of the Pass Through Certificates, and after the Lien of the Indenture is discharged, Boston, Massachusetts.

• Delaware Sysco Memphis, LLC Delaware Sysco Metro New York, LLC Delaware Sysco Minnesota, Inc.

• Any arbitration shall take place in Memphis, Tennessee, unless the parties agree to a different location in writing.

• Whenever any notice, statement or other communication is required under this Contract, it shall be sent to the following addresses, unless otherwise specifically advised in writing: Notice to SCS shall be sent to the following: Federal Programs and Grants Division of Early Childhood ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Memphis, TN 38104Attn: ▇▇.

• The Executive's primary workplace will be located in Memphis, Tennessee.

• Any dispute arising under this Agreement shall, at the election of either party, be resolved by final and binding arbitration to be held in Memphis, Tennessee in accordance with the rules and procedures of the American Arbitration Association.

• Any dispute among the parties hereto shall be settled by arbitration in Memphis, Tennessee, in accordance with the rules then obtaining of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

• The arbitration shall be held in the Memphis, Tennessee metropolitan area at a location selected by Company.