Whereas Clause 1 definition

Whereas Clause 1. C&C" Section 2.01(c)(iii) "Certificate" Section 1.08(a) "Certificate of Merger" Section 1.02 "Closing" Section 7.01 "Closing Date" Section 7.01 "Closing Balance Sheet" Section 2.02(c)(i) "Code" Section 1.08(a) "Commonly Controlled Entity" Section 3.19(c) "Company" Heading Paragraph "Company's Agreements" Section 3.09 "Company Benefit Plans" Section 3.19(c) "Company Common Stock" Whereas Clause 2 "Company Disclosure Schedule" Article III "Company Expense Payments" Section 12.01(b) "Company Stock Options" Whereas Clause 2 "Consideration Per Common Share" Section 2.02(b)(ii) "D&T" Section 2.02(c)(ii) "DGCL" Section 1.01 "Effective Time" Section 1.02 "Election Forms" Section 5.06A(b) "Environmental Claims" Section 3.27(f)(i) "Environmental Laws" Section 3.27(f)(ii) "Environmental Permits" Section 3.27(f)(iii) "ERISA" Section 3.19(c) "Escrow Agent" Section 2.02 "Escrow Agreement" Section 2.02 "Escrowed Funds" Section 2.02 "Estimated Closing Balance Sheet" Section 2.01(a)(ii) "Estimated Merger Consideration" Section 2.01(a)(ii) "Excluded Assets" Section 2.01(c) "Excluded Assets Transactions" Section 5.10 "Financial Statements" Section 3.06 "First S Corp. Year" Section 3.18(a) "GAAP" Section 2.01(c)(i) "General Representations" Section 8.01 "Governmental Entity" Section 3.05(a) "Hazardous Materials" Section 3.27(f)(iv) "Holders" Heading Paragraph "Holder Releases" Section 7.02(d) "Holder Representative" Heading Paragraph "IBCL" Section 1.01 "Indemnitee" Section 8.04 "Indemnitor" Section 8.04 "Independent Firm" Section 2.01(c)(iv)
Whereas Clause 1. Purchased Excluded Assets" Section 5.10 "Real Property" Section 3.10(b) "Real Property Leases" Section 3.10(b) "Release" Section 3.27(f)(v) "S Corp. Dividends" Section 3.08(q) "S Corp. State" Section 3.18(a) "S Corporation" Section 3.18(a) "SEC" Section 5.06 "Section 338(h)(10) Election" Section 5.01A(a) "Section 338(h)(10) Election Forms" Section 5.06A(a) "Securities Act" Section 3.05(a) "Shareholders" Heading Paragraph "Special Representation" Section 8.01 "Surviving Corporation" Section 1.01 "State Tax Adjustment" Section 5.01A(a) "Tax Benefit" Section 2.01(e) "tax return" Section 3.18(i) "taxes" Section 3.18(i) "Taxing Authority" Section 5.05A "Third Party Claim" Section 8.04(b) "Unaudited Statements" Section 3.06

Related to Whereas Clause 1

  • Additional Clauses means the additional Clauses specified in paragraph 2.1 of Annex A to this Contract that were requested in the Order by the CUSTOMER and that shall apply to this Contract.

  • Model Clauses means the standard contractual clauses annexed to the EU Commission Decision 2010/87/EU of 5 February 2010 for the transfer of Personal Data to Processors established in third countries under the EU Directives and any amendment, replacement or renewal thereof by the European Commission.

  • Due-on-sale clause The clause in a Security Instrument requiring the payment of the Unpaid Principal Balance of the related Mortgage Loan upon the sale of, or the transfer of an interest in, the related Mortgaged Property.

  • EU Model Clauses means the (Standard Contractual Clauses (processors)) or any subsequent version thereof published by the European Commission (which will automatically apply). The Standard Contractual Clauses current as of the effective date of the Agreement are attached hereto as Appendix 4.

  • Master Definitions Schedule means the amended and restated schedule of definitions relating to the Programme originally dated the Programme Effective Date and as most recently amended and restated on 18 December 2020 (as further amended, supplemented and/or replaced from time to time).

  • Part III means Tariff, Part III, sections 28 through 35 pertaining to Network Integration Transmission Service in conjunction with the applicable Common Service Provisions of Tariff, Part I and appropriate Schedules and Attachments. Part IV:

  • Whereas the Company has registered or will have registered each Account with the SEC (unless exempt therefrom) as a unit investment trust under the 1940 Act before any Contracts are issued by that Account; and" "The Company represents and warrants (a) that the Contracts are registered under the 1933 Act or will be so registered before the issuance thereof (unless exempt therefrom), (b) that the Contracts will be issued in compliance in all material respects with all applicable Federal and state laws and (c) that the Company will require of every person distributing the Contracts that the Contracts be offered and sold in compliance in all material respects with all applicable Federal and state laws. The Company further represents and warrants that it is an insurance company duly organized and validly existing under applicable law and that it has legally and validly authorized each Account as a separate account under Section 27-1-5-1 of the Indiana Insurance Code, and has registered or, prior to the issuance of any Contracts, will register each Account (unless exempt therefrom) as a unit investment trust in accordance with the provisions of the 1940 Act to serve as a separate account for its Contracts, and that it will maintain such registrations for so long as any Contracts issued under them are outstanding."

  • Annexure F means, if applicable to the Product or the subject matter of this Agreement and read conjunctively with the Contractor’s obligations in terms of the Consumer Protection Act, the express warranties provided by the Contractor in relation to the Product.

  • And whereas The Lessor agrees to lease to the Lessee the Leased Premises in unprotected lease in accordance with the provisions set forth in this Agreement;

  • Accession Deed means a document substantially in the form set out in Schedule 6 (Form of Accession Deed).

  • Term of Agreement shall have the meaning ascribed thereto in Article 2 of this Agreement;

  • Annexure means the Annexure to the terms and conditions.

  • Part 2 means Part 2 of the withdrawal agreement or (as the case may be) Part 2 of the EEA EFTA separation agreement, so far as the Part in question applies to and in the United Kingdom;

  • Form of Agreement means the form of agreement contained in Part D of the RFP;

  • Annexure B means a copy of JOBURG MARKET Supply Chain Management Policy in terms of which this Agreement and the bid was specified, evaluated, adjudicated and awarded.

  • Schedule 3 means Schedule 3 to ITEPA;

  • EU Standard Contractual Clauses means the standard contractual clauses promulgated by the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (C/2021/3972) on standard contractual clauses for the transfer of personal data to third countries pursuant to the GDPR.

  • Standard Contractual Clauses means the clauses attached hereto as Exhibit 1 pursuant to the European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection.

  • Schedule 2 means Schedule 2 of this Licence unless otherwise stated;

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 2017-3 Servicing Supplement.

  • the first supplementary agreement means the agreement of which a copy is set out in the Second Schedule;