Shell Closing Warranties means the warranties set out in paragraphs 1, 3, 4.6, 7.1, 7.2, 8.4, 9.1.2, 9.2, 10.1, 10.2, 10.3, 11.2, 15 and 20 of Schedule 10; and
Purchaser’s Warranties means the warranties and representations given by the Purchasers pursuant to Clause 5.2 and Schedule 2 and “Purchasers’ Warranty” means any one of them;
Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;
Seller’s Warranties means the warranties given by the Seller pursuant to Clause 9 and Schedule 9, and “Seller’s Warranty” means any one of them;
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
Second Closing has the meaning set forth in Section 2.2.
Third Closing shall have the meaning ascribed to such term in Section 2.1(c).
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Second Closing Date means the date of the Second Closing.
Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.
Third Closing Date has the meaning set forth in Section 2.2(c).
Initial Closing shall have the meaning ascribed to such term in Section 2.1.
Purchaser Fundamental Representations means the representations and warranties set forth in Section 4.1 (Organization; Good Standing); Section 4.2 (Corporate Power; Enforceability); Section 4.3(a) (Non-Contravention) and Section 4.8 (Brokers).
Buyer Fundamental Representations has the meaning set forth in Section 8.01.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.
Fundamental Warranties means the representations and warranties of Group Companies set forth in Sections 4.1 (Organization, Standing and Qualification), 4.2 (Capitalization and Other Particulars of the Group Companies), 4.3 (Due Authorization), 4.4 (Valid Issuance of Purchased Shares), 4.5 (No Conflicts), 4.6 (Compliance with Law; Licenses), 4.8 (Financial Statements) and 4.19 (Taxes).
First Closing has the meaning set forth in Section 2.1(a).
Seller Warranties means the warranties given by the Seller in Schedule 3;
Seller’s Closing Documents as defined in Section 3.2(a).
Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.
Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.