uuuu) definition
uuuu). Unrestricted Cash" shall mean the aggregate of cash of the Sellers immediately available for disbursement without restriction or limitation of any kind, plus Due from Plan/Client amounts, less Contract Reserve amounts, less Physician Payable amounts, as said terms are historically used and reflected in the Financial Statements. (vvvv) "Working Capital Amount" shall have the meaning set forth in Section 3.2(c). (wwww) "Year 1 Adjustment" shall have the meaning set forth in Section 3.3(a). (xxxx) "Year 2 Adjustment" shall have the meaning set forth in Section 3.3(a). (yyyy) "Year 3 Adjustment" shall have the meaning set forth in Section 3.3(a). (zzzz) "Year 1 Earn-Out" shall have the meaning set forth in Section 3.3(a). (aaaaa) "Year 2 Earn-Out" shall have the meaning set forth in Section 3.3(a). (bbbbb) "Year 3 Earn-Out" shall have the meaning set forth in Section 3.3(a). (ccccc) "Year 1 EBITDA" shall have the meaning set forth in Section 3.3(c)(1). (ddddd) "Year 2 EBITDA" shall have the meaning set forth in Section 3.3(d)(1). (eeeee) "Year 3 EBITDA" shall have the meaning set forth in Section 3.3(e)(1). (fffff) "Year 1 Earn-Out Period" shall have the meaning set forth in Section 3.3(a). (ggggg) "Year 2 Earn-Out Period" shall have the meaning set forth in Section 3.3(a). (hhhhh) "Year 3 Earn-Out Period" shall have the meaning set forth in Section 3.3(a). (iiiii) "Year 1 Threshold EBITDA" shall have the meaning set forth in Section 3.3(a). (jjjjj) "Year 2 Threshold EBITDA" shall have the meaning set forth in Section 3.3(a). (kkkkk) "Year 3 Threshold EBITDA" shall have the meaning set forth in Section 3.3(a).
uuuu). Reinvestment Period” means the period beginning with the Initial Closing Date and ending seven years after the Final Closing Date.”
uuuu). Tax Proceeding" shall have the meaning set forth in Section 5.4.1. (vvvv) "Tax Return" means a report, return or other information required to be supplied to a Governmental Entity with respect to Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes the Sellers, P▇▇▇▇▇▇ the Group or Securities Partnership, including any amendments thereof. (wwww) "WARN Act" means the Worker Adjustment and Retraining Notification Act. (xxxx) "W▇▇▇▇ Fargo" shall mean W▇▇▇▇ Fargo Home Mortgage Company.
More Definitions of uuuu)
uuuu). ▇▇▇▇▇▇▇ Projects" shall mean the assets transferred by the Seller to a third-party prior to the Effective Date and listed on Exhibit I (the "▇▇▇▇▇▇▇ Projects") attached hereto. (vvvv) "Property Documents" shall have the meaning set forth in Section 2.4.2. (wwww) "Purchase Price" shall have the meaning set forth in Section 1.3.1. (xxxx) "Real Property" shall have the meaning set forth in Section 2.4.1. (yyyy) "Recital" shall mean one of the introductory paragraphs to this Agreement. (zzzz) "Registration Deadline" shall have the meaning set forth in Section 1.3.2. (aaaaa) "Registration Statement" shall have the meaning set forth in Section 5.5.1. (bbbbb) "Representative" shall mean ▇▇▇▇▇▇▇ (and any designee or nominee so named by ▇▇▇▇▇▇▇). (ccccc) "ROFO Agreement" shall have the meaning set forth in Recital E. (ddddd) "Sale Proceeds" shall mean the aggregate sales proceeds (net of any and all out-of-pocket costs, brokers' fees, filing fees and other related transaction costs, fees and expenses) from the sales or sales by ▇▇▇▇▇▇▇ from time to time of the Buyer' Shares (whether such sales are on the open market or to the Buyer pursuant to the terms of this Agreement) during any specified time period or for any specified number of Buyer's Shares in accordance with Section 1.4. (eeeee) "Salomon" shall mean ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (fffff) "Schedule" means any schedule attached to, or incorporated by reference in, this Agreement. (ggggg) "SEC" shall mean the United States Securities and Exchange Commission. (hhhhh) "SEC Reports" means reports filed by a Person with the SEC. (iiiii) "Securities" shall have the meaning set forth in Recital A. (jjjjj) "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (kkkkk) "Securities Partnership" shall have the meaning set forth in Recital A. (lllll) "Securities Purchase Agreement" shall have the meaning set forth in Recital C. (mmmmm) "Securities Sellers" shall have the meaning set forth in Recital A. (nnnnn) "Seller" has the meaning set forth in the introductory paragraph of this Agreement. (ooooo) "Share Allocation" shall have the meaning set forth in Section 1.3.1. (ppppp) "Subsidiary" means any Person in which the Buyer has a direct or indirect equity or ownership interest in excess of ten percent (10%). (qqqqq) "Tax" means any foreign, federal, state, county or local income, sales and use, excise, franchise, real and personal property, transfer, gross ...
uuuu). SEC" has the meaning specified in Section 5.25.