Partners Resolutions definition
Partners Resolutions means the partners’ resolutions of Ultrachem, Global Chem and Chem Servicios, substantially in the terms of Exhibit “B” herein, by which, among others: (i) the bylaws of Ultrachem, Global Chem and Chem Servicios are amended as set forth in “Exhibit A” therein; (ii) the sale of the Equity Interests to the Buyers hereunder is authorized; (iii) the Sellers waive their right of first refusal to acquire the Equity Interests transferred hereunder; (iv) the resignation and appointment of managers and officers is approved, and (v) certain powers of attorney are revoked and granted. “Party”, has the meaning set forth in the preamble of this Agreement. “Patents”, means all patents and patent applications and rights in respect of utility models or industrial designs. “PCBs”, has the meaning set forth in Section 4.15(d) of this Agreement. “Permits”, has the meaning set forth in Section 4.7(b) of this Agreement. “Person”, means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing. “Personal Property”, has the meaning set forth in Section 4.10 of this Agreement. “Pesos” or “MXP$”, means the lawful currency of Mexico. “Powers of Attorney”, means the powers of attorney in the form attached as Annex A that the Sellers have executed and delivered to the Buyers. “Preliminary Closing Statement”, has the meaning set forth in Section 2.3(a) of this Agreement. Exhibit 2.1