Deliveries means both transportation and sales volumes.
Seller’s Closing Documents as defined in Section 3.2(a).
Seller Ancillary Documents means each agreement, document, instrument or certificate to be delivered by Seller, or its Affiliates, at the Closing pursuant to Section 3.2 and each other document or Contract entered into by Seller, or its Affiliates, in connection with this Agreement or the Closing.
Closing Documents means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
Seller Consents has the meaning set forth in Section 3.03.
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.
Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.
Ancillary Documents means each agreement, instrument or document attached hereto as an Exhibit, and the other agreements, certificates and instruments to be executed or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Purchaser Deliverables has the meaning set forth in Section 2.2(b).
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.
Transaction-Specific Hedge means any Transaction that is an interest rate cap, interest rate floor or interest rate swaption, or an interest rate swap if (x) the notional amount of the interest rate swap is “balance guaranteed” or (y) the notional amount of the interest rate swap for any Calculation Period otherwise is not a specific dollar amount that is fixed at the inception of the Transaction.
Put Closing shall have the meaning set forth in Section 2.3.8.
Seller Documents has the meaning set forth in Section 4.2.
Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.
Sellers has the meaning set forth in the Preamble.
Buyer Closing Certificate has the meaning set forth in Section 7.03(d).
Transfer Documents shall have the meaning set forth in Section 2.1(b).
Buyer Documents has the meaning set forth in Section 5.2.
Purchaser Documents has the meaning set forth in Section 6.2.
Seller has the meaning set forth in the Preamble.
Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.
Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.
PIPE Subscription Agreements has the meaning set forth in the recitals to this Agreement.
Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.
Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.