Except for the Confidentiality Agreement, this Agreement (together with the Company Letter and the Newco Letter) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Transaction Agreement has the meaning set forth in the recitals.
Parent Agreement has the meaning given to it in Clause 12;
Master Separation Agreement has the meaning set forth in the recitals.
Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).
Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.
Company Operating Agreement means that certain Eighth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 20, 2013, as the same may be amended from time to time.
Company Acquisition Agreement has the meaning set forth in Section 5.04(a).
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Reorganization Agreement has the meaning set forth in the recitals.
Undertaking Letter The letter in substantially the form set forth in Exhibit C of the Trust Agreement.
Transition Agreement means the Transition Power Sales Agreement dated as of November 24, 1998, by and between Seller, Southern Energy, Southern Energy Bowline, L.L.C. and Southern Energy Xxxxxx, L.L.C.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
Restructuring Agreement shall have the meaning set forth in the recitals.
Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments exxxxxxated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Agreement and Plan of Merger has the meaning set forth in the first recital above.
Secondment Agreement means the secondment agreement between one or more members of the Vishay Group, as the seconding party, on the one hand, and one or more members of the VPG Group on the other hand, listed on Exhibit I, in the substantially in the forms attached to such Exhibit. From and after the Distribution Date, the Secondment Agreement shall refer to the secondment agreement substantially in the form attached to Exhibit I, as amended and/or modified from time to time in accordance with its terms.
Agreement of Merger has the meaning set forth in Section 2.01(b).
Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.
Co-operation Agreement means the agreement between the Exchange and Oslo Børs with regards to the access to the Linked Order Book;
Exchange Agent Agreement has the meaning set forth in Section 2.5(a).
Separation Agreement has the meaning set forth in the recitals to this Agreement.
Primary Agreement means the agreement to which this exhibit is attached.
Implementation Letter means the letter of even date herewith from the Borrower to the Bank setting forth the Project monitoring indicators;