Second Closing Related Agreements definition

Second Closing Related Agreements means, collectively (i) an Assignment and Assumption Agreement with respect to the Assumed Second Closing Liabilities, (ii) a Xxxx of Sale with respect to the Second Closing Assets, (iii) the Transition Services Agreement, and (iv) all documents and instruments executed and delivered in connection with any of them or with this Agreement at the Second Closing.

Examples of Second Closing Related Agreements in a sentence

Each Company shall have performed and complied in all material respects with the agreements and conditions contained in this Amended and Restated Purchase Agreement, the First Closing Related Agreements and the Second Closing Related Agreements required to be performed or complied with by such Company prior to or at the Second Closing.
Such Purchaser has now, and will have at each Closing, all requisite power to enter into this Amended and Restated Purchase Agreement and the Second Closing Related Agreements to which it is a party and the transactions contemplated hereby and thereby and to perform its obligations under the terms of this Amended and Restated Purchase Agreement and each of the Second Closing Related Agreements to which it is a party.
Each Company confirms that neither it, its employees, officers or directors, nor, to its knowledge, any person or entity acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that any Company believes constitutes material, non-public information, except for the material terms embodied in this Amended and Restated Purchase Agreement and the Second Closing Related Agreements (which will be disclosed as provided in Section 5.11).
This Amended and Restated Purchase Agreement and each of the Second Closing Related Agreements to which it is a party, when executed and delivered by such Purchaser and each of the other parties thereto, will constitute a valid and legally binding obligation of such Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights.
None of Seller, Parent, Purchaser or The Bank of Nova Scotia shall be subject to any injunction, restraining order or other similar decree of a court of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement to be completed at the Second Closing or any of the Second Closing Related Agreements.

Related to Second Closing Related Agreements

Seller’s Closing Documents as defined in Section 3.2(a).
Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.
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.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Second Closing has the meaning set forth in Section 2.2.
Seller Ancillary Documents means all agreements, instruments and documents being or to be executed and delivered by Seller or any of its Affiliates under this Agreement or in connection herewith.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer under this Agreement or in connection herewith.
First Amendment Closing Date has the meaning assigned to such term in the First Amendment.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Second Amendment Closing Date has the meaning assigned to such term in the Second Amendment.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Third Amendment Closing Date has the meaning assigned to such term in the Third Amendment.
Third Closing shall have the meaning ascribed to such term in Section 2.1(c).
Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Related Agreements shall have the meaning specified in the recitals to the Administration Agreement.
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.
Second Closing Date has the meaning set forth in Section 1.3.
Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.
First Closing has the meaning set forth in Section 2.1(a).
Third Closing Date has the meaning set forth in Section 2.2(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.
Related Agreement means any Contract which is or is to be entered into at the Closing or otherwise pursuant to this Agreement. The Related Agreements executed by a specified Person shall be referred to as "such Person's Related Agreements," "its Related Agreements" or another similar expression.