Table of Definitions. The following terms have the meanings set forth in the Sections referenced below: Definition Location Acquiror Preamble Acquiror Indemnified Parties 9.2(a) Affected Employees 5.7(a) Agreement Preamble Antitrust Laws 5.9(b) Balance Sheet 3.6(a) Balance Sheet Date 3.6(a) Bylaws 2.4 Cap 9.3(a) Cash-Through Amount 2.2(a) Certificate of Incorporation 2.4 Definition Location Certificate of Merger 2.2(b) Certificates 2.10(d) Claim Notice 9.5(a) Closing 2.2(a) Closing Balance Sheet 2.14(c) Closing Date 2.2(a) Closing Estimate 2.14(a) Closing Working Capital 2.14(b) Company Preamble Company Fundamental Representations 9.1 Confidentiality Agreement 5.8 D&O Indemnified Liabilities 5.12(a) D&O Indemnified Parties 5.12(a) Damages 9.2(a) Debt Commitment Letter 4.5 Debt Financing 4.5 Deductible 9.3(a) Delivery Date 2.14(c) DGCL Recitals Disclosure Schedules Article III Dispute 2.15(a) Dispute Notice 9.5(b), 2.15(a) Dispute Period 2.15(a) Disputed Return 6.4 Dissenting Shares 2.8 Effective Time 2.2(b) Employee Plans 3.10(a) Environmental Laws 3.16(b) Environmental Permits 3.16(b) Equity Commitment Letter 4.5 ERISA 3.10(a) Escrow Agent 7.1(c) Estimated Closing Working Capital 2.14(a) Expiration Date 9.1 Financial Statements 3.6(a) Hazardous Substances 3.16(b) Indemnified Party 9.5(a) Indemnitor 9.5(a) Indemnity Escrow Agreement 7.1(c) J.A.M.S. Rules 10.18(a) Letter of Transmittal 2.10(d) Majority Holders 2.13(b)
Table of Definitions. Each of the following terms is defined in the Section set forth opposite such term: Term Section Acceptable Confidentiality Agreement Section 6.4(b)(i) Agreement Preamble Award Amendments Section 6.2(c) Book-Entry Shares Section 3.2(c) Certificate Section 3.2(c) Certificate of Merger Section 2.3 Closing Section 2.2 COBRA Section 4.18(d) COD Amendment Section 6.2(b) Code Recitals Company Preamble Company Board Recitals Company Board Recommendation Section 6.5 Company Capitalization Date Section 4.5(a) Company DSU Section 3.8(b) Company Indemnified Party Section 7.4(a) Company Material Contract Section 4.20(a) Company Plan Section 4.18(a) Company Preferred Stock Section 4.5(a) Company Real Property Section 4.14(b) Company Restricted Share Section 3.8(a) Company SEC Documents Section 4.7(a) Company Securities Section 4.5(e) Company Special Committee Recitals Company Stockholders’ Meeting Section 6.5 Company Subsidiary Securities Section 4.6(b) Company Termination Fee Section 10.3(a) Company Transaction Litigation Section 8.8 Continuing Employee Section 7.6(b) Convertible Note Amendments Section 6.2(a) D&O Insurance Section 7.4(b) DGCL Section 2.1(a) Effective Time Section 2.3 End Date Section 10.1(b)(i) Exchange Agent Section 3.6(a) Exchange Fund Section 3.6(a) Exchange Ratio Section 3.2(b) Expenses Section 10.3(c) Financing Section 8.2(a) Foreign Company Plan Section 4.18(a) Information Statement Section 8.3 Internal Controls Section 4.7(g) Merger Consideration Section 3.2(b) Merger Recitals Merger Sub Inc. Preamble Multiemployer Plan Section 4.18(c) Owned Real Property Section 4.14(a) Parent Preamble Parent Board Recitals Parent Class B Common Stock Section 5.5(a) Parent Preferred Stock Section 5.5(a) Parent RSUs Section 5.5(a) Parent SEC Documents Section 5.6(a) Parent Securities Section 5.5(b) Parent Special Committee Recitals Party or Parties Preamble Plan Termination Notice Section 7.6(c) Premium Cap Section 7.4(b) Proxy Statement Section 8.3 RDO Warrants Section 1.1 Real Property Leases Section 4.14(b) Registration Statement Section 8.3 Representatives Section 8.6(a) Rollover Warrants Section 3.9 Series A Preferred Stock Section 4.5(a) Solvent Section 5.10
Table of Definitions. The following terms have the meanings set forth on the pages referenced below: Definition Page Accused Party 45 Adjusted EBITDA 6 AEBITDA Statement 49 Agreement 4 Applicable Licensee 48 Applicable Trademark License 95 Asia Pacific Countries 16 Blocking Notice 16 Buy-Back 48 Buy-Back Notice 48 Buy-Back Option 48 Buy-Back Payment 48 Canadian Transfer Agreement 6 Caribbean Countries 6 CEE Countries 6 CEEMA Countries 6 Central American Countries 6 Composite Xxxx 16 CPR/INTA 51 Customers 42 Dispute 51 Dispute Notice 51 Distribution 4 Diversion Audit 45 Diversion Audit Report 46 Diversion Auditor 45 Diversion Panel 44 European Union 7 Exclusively Licensed Trademark 7 Flavorburst Logo 7 GroceryCo 4 GroceryCo Brand IP 7 GroceryCo Brand-Related Copyrights 7 Definition Page GroceryCo Canada 7 GroceryCo Domain Names 7 GroceryCo IPCo 4 GroceryCo Xxxx Binders 8 GroceryCo Marks 8 GroceryCo Primary Brands 8 GroceryCo Products 8 GroceryCo Sub-Brands 10 GroceryCo Trade Dress 11 GroceryCo Whitespace Jurisdictions 14 GroceryCo-Developed Sub-Brands 12 GroceryCo-Developed Trade Dress 12 ICDR 52 Infringed Party 45 Kraft Foods Inc. 4 Kraft GroceryCo Trademark 8 Kraft Hexagon Logo 8 LA ex-Caribbean Countries 8 Large North American Customer 8 Latin American Countries 8 Licensed GroceryCo Copyright-Protected Materials 25 Licensed SnackCo Copyright-Protected Materials 30 Licensed Trademark 8 Licensee 8 Licensor 8 Material Diversion 45 MEA Countries 8 NA Countries 8 Near East Countries 8 No Diversion Letter 9 Perpetual Licensee 9 Premier 13 Relevant Business 48 Repeated Diversion 48 Separation Agreement 4 SnackCo 4 SnackCo Brand IP 9 SnackCo Brand-Related Copyrights 9 SnackCo Canada 9 SnackCo Domain Names 9 SnackCo IPCo 4 SnackCo Xxxx Binders 9 SnackCo Marks 9 SnackCo Primary Brands 9 SnackCo Products 9 SnackCo Sub-Brands 12 SnackCo Trade Dress 12 SnackCo Whitespace Jurisdictions 14 SnackCo-Developed Sub-Brands 11 SnackCo-Developed Trade Dress 11 South American Countries 9 Split-Ownership Brands 9 Sub-Brands 10 Trade Dress 00 Xxxxxxxxxx 00 Xxxxxx Xxxxxx 10 US Military Bases 10
Table of Definitions. The following terms have the meanings set forth on the pages referenced below: Definition Page Affiliate 3 Agent 3 Agreement 1 Ancillary Agreements 3 Assets 3 Bad Act 8 Business Day 3 Code 3 Consents 3 Contract 3 Contribution 1 CPR 27 Distribution 1 Distribution Date 3 Distribution Ratio 4 Effective Time 4 Employee Matters Agreement 4 Environmental Laws 28 Environmental Liabilities 28 Exchange Act 4 Form 10 4 GAAP 4 Governmental Approvals 4 Governmental Authority 4 Group 4 Hazardous Substances 28 Indemnifying Party 23 Indemnitee 23 Indemnity Payment 23 Information 4 Information Statement 4 Insurance Proceeds 5 Intended Transferee 9 Intended Transferor 9 Definition Page IRS 5 Law 5 Liabilities 5 Next Step Up Representatives 27 Person 5 Proceeding 31 Record Holders 5 SEC 5 Securities Act 6 Subsidiary 6 Tax or Taxes 6 Tax Sharing Agreement 6 Third-Party Claim 24 Transition Services Agreement 6 WMB Board 6 WMB Business 6 WMB Common Stock 6 WMB Entities 6 WMB Group 6 WMB Indemnitees 21 WMB Liabilities 6 WPX 1 WPX Assets 7 WPX Borrowing 7 WPX Business 7 WPX Common Stock 1 WPX Credit Facility 7 WPX Entities 7 WPX Group 7 WPX Indemnitees 22 WPX Liabilities 7 WPX Notes 8
Table of Definitions. Defined Term Section ------------ -------
Table of Definitions. The following terms have the meanings set forth in the Sections referenced below:
Table of Definitions. Definition Page Academic Year 4 Act 1 Agreement 1 Annual Report 13 Authorizations 5 Board of Trustees 1 Budget 14 Charter 1 Corrective Plan 17 GAAP 10 IDEA 7 Interim Period 14 OSSE 5 DC PCSB 1 Person 19 Petition 1 PMF 2 Proceedings 15 School 1 School Corporation 1 School Management Contract 11 School Management Organization 12 School Property 7 Written Notice 16 CHARTER SCHOOL RENEWAL AGREEMENT This CHARTER SCHOOL RENEWAL AGREEMENT (this “Agreement”) is effective as of July 1, 2018, and entered into by and between the DISTRICT OF COLUMBIA PUBLIC CHARTER SCHOOL BOARD (“DC PCSB”) and LATIN AMERICAN MONTESSORI BILINGUAL PUBLIC CHARTER SCHOOL (“LAMB PCS”), a District of Columbia nonprofit corporation (the “School Corporation”).
Table of Definitions. The following terms have the meanings set forth in the Sections referenced below: Definition Location Aqua-Aston Section 3.2 Adjacent Hotel Section 2.4 Buyer Recitals Conversion Hotels Section 3.4 Effective Date Preamble Hotel Chain Transaction Section 2.4 License Agreement Recitals Merger Agreement Recitals Merger Sub Recitals Owned or Leased Hotels Section 3.3 Part(y)(ies) Preamble Permitted Hotel Transaction Section 2.4 Permitted Vacation Ownership Business Acquisition Section 3.3 Single Hotel Acquisition Section 2.4 Starwood Preamble Term Article IV Vistana Preamble
Table of Definitions. Term Meaning Annual Statement the statement provided annually by Us to You, giving details of, amongst other things, consumption of Your Heat Supply and the Charges. Back-Bill a ‘catch-up’ Xxxx, sent to You by Us when You have not been correctly charged for Heat Supply that You have used. Xxxx a bill issued at regular intervals by Us to You indicating all Charges You have incurred for the period indicated on the bill and when this amount is due to be paid, or, where applicable, drawn from Your bank account. Charges any and all of the following: a) the Variable Charge; b) reasonable and proper registration, disconnection and reconnection charges; and c) any other charges We are entitled to levy under this agreement. Commencement Date the date this agreement is signed. Company Core Sustainable Heat Management Limited, company number 10586130 and having its registered office at The Old Schools, Trinity Lane, Cambridge, Cambridgeshire, United Kingdom CB2 1TN. CPI the Consumer Price Index issued by the Office of National Statistics from time to time, or, failing such publication or in the event of a fundamental change to the Index, another reasonable replacement index selected by the Company. Customer Service Charter the “Customer Service Charter” published on, or available for download from, Our website (xxxx://xxx.xxxx.xxxxxxxxx-xxxxxxxxx.xx.xx) as may be updated from time-to-time. Data Protection Legislation the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the General Data Protection Regulation (EU 2016/679) (the GDPR) when it comes into force and any UK legislation implemented in connection with the GDPR. District Heating Scheme the district heating scheme owned by the University to which You are connected. Emergency a serious leak within the Supply Equipment which cannot be isolated by You which is causing, or is likely to cause, immediate damage to property or risk of personal injury. Final Demand Letter the last in a series of requests by Us for payment of money owed by You to Us in connection with this agreement. Final Letter a written communication from Us to You, notifying You that of Our final position on the complaint in question. Heat Connection Point the point where the Supply Equipment for which We are responsible connects to the Landlord’s Equipment (if any), including as indicated in Schedule 2 (Supply Equipment). Heat Exit Point the outlet valves on the secondary circuit on the Customer s...
Table of Definitions. The following terms have the meanings set forth in the Sections referenced below: Definition Section Agreed-Upon Allocation 2.1(c) Agreement Preamble Allocation Accounting Firm 2.1(c) Balance Sheet 4.5(a) Buyer Preamble Claim Certificate 8.4(a) COI 4.1(b) Closing 2.2(a) Closing Amount 2.2(b)(i) Closing Date 2.2(a) Company Preamble Conveyance Taxes 6.7(g) Disclosure Schedules Article IV Dispute Accounting Firm 6.7(c)(ii) Disputed Claim 8.4(b) Environmental Laws 2.2(a) Environmental Laws 4.15 Environmental Permits 4.15 Final Allocation 2.1(c) Financial Statements 4.5(a) FERC 4.22(b) Franklin 4.1(b) Hazardous Materials 4.15 Indemnified Party(ies) 8.4(a) Indemnifying Party 8.4(a) Intellectual Property 4.13(a) Interim Financial Statements 4.5(a) Lxxx 4.1(b) Material Contracts 4.16(a) Material Customer 4.18 Material Supplier 4.18 Note 2.2(b)(ii) Permits 4.7(b) Policies 4.10 Proposed Allocation 2.1(c) PUHCA 4.22(b) Purchase Price 2.1(a) Release 4.15 Securities Act 5.6 Seller Preamble Third Party 6.11(b) Third Party Acquisition 6.11(b)
