MOC Purchase Agreement definition
MOC Purchase Agreement has the meaning provided such term in the Recitals. “MOC Seller Taxes” has the meaning provided such term in the MOC Purchase Agreement. “Net Working Capital” has the meaning provided such term in Exhibit A. “Non-Reimbursable Damages” has the meaning provided such term in Section 10.6(c). “NWC Adjustment Amount” has the meaning provided such term in Exhibit A. “Order” means any order, judgment, injunction, award, decree, writ or other legally enforceable requirement handed down, adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Authority. “Organizational Documents” means any charters, articles of incorporation, certificates of incorporation, certificates of formation, articles of association, bylaws, operating agreements, certificates of limited partnership, partnership agreements, limited liability company agreements, regulations, and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of any Person, including any amendments thereto. “Outside Date” means the date that is 60 days after the Execution Date; provided, however, that if the applicable waiting periods (and any extensions thereof) under the HSR Act have not expired or otherwise been terminated on or prior to such date because a Governmental Authority has made a request for additional information or documentary material relevant to the transactions contemplated by this Agreement or the other Transaction Documents after the initial filings as may be required by the HSR Act, then the Outside Date will automatically be extended by an additional 60 days (or such later date as may be extended by mutual agreement of the Parties). “Owned IP” means all Intellectual Property (including all proprietary software) owned (or purported) to be owned by any Acquired Company. “Owned Real Property” has the meaning provided such term in Section 3.9(a). “Parent” means Global Infrastructure Partners III-A/B, L.P., a Delaware limited partnership, Global Infrastructure Partners III-C Intermediate, L.P., a Cayman limited partnership, Global Infrastructure Partners III-C2 Intermediate, L.P., an English limited partnership, and GIP III Friends & Family Fund, L.P., a Delaware limited partnership. “Parent Ultimate Exit” means the first date that none of Parent or Parent’s Affiliates that are transferees of Parent’s equity investment in the Acquired Companies, i...
MOC Purchase Agreement has the meaning provided such term in the Recitals.
Examples of MOC Purchase Agreement in a sentence
All representations and warranties contained in this Agreement and the MOC Purchase Agreement will survive for 15 months after the Closing Date; provided, that the Fundamental Representations, the representations and warranties set forth in Section 3.13 of this Agreement, and the representation and warranties set forth in Section 3.11 of the MOC Purchase Agreement will survive until the expiration of the relevant statute of limitations (if any) plus 60 days.