P&A Agreement definition

P&A Agreement has the meaning set forth in Section 6.17.
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P&A Agreement means the Placement Agent Agreement dated as of August 12, 2004 by and between the Company and the Placement Agent.
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P&A Agreement as defined in Section 3.1.5(a).
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Examples of P&A Agreement in a sentence

  • The DO accounts do not pass to the Assuming Bank and are excluded from the transaction as described in section 2.1 of the P&A Agreement.

  • If CDARS deposits are taken between the date of the deposit download and the Bank Closing Date, they will be identified post closing and made part of Schedule 7 to the P&A Agreement.

  • Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the PA Agreement.

  • This Agreement and the P&A Agreement (including the exhibits and schedules of each of the foregoing) contain the entire understanding of the parties hereto with respect to the subject matter hereof.

  • Nothing contained in this Assignment shall be deemed to supersede any of the covenants, agreements, representations or warranties of Assignor or Assignee contained in the P&A Agreement or to otherwise alter, amend, supersede or add to the terms of the P&A Agreement.

  • To the extent any inconsistency exists between this Assignment and the P&A Agreement, the terms of the P&A Agreement shall control and prevail.

  • This Assignment and assumption confirmed hereby shall be governed by and construed in accordance with the terms and conditions of the P&A Agreement and the laws of the State of New York.

  • All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the PA Agreement.

  • The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in the PA Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

  • For purposes of Rule 144(d) promulgated under the 1933 Act, as in effect on the Subscription Date, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the PA Agreement.


More Definitions of P&A Agreement

P&A Agreement has the meaning set forth in Section 5.14(a). “PBGC” has the meaning set forth in Section 3.13(e). “Permits” has the meaning set forth in Section 3.9(a)(i). “Permitted Liens” means, with respect to the Bank and the Transferred Subsidiaries, (a) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, landlord’s or repairmen’s liens or other similar common law or statutory Liens arising or incurred in the ordinary course of business and, in each case, with respect to which adequate reserves have been established, to the extent required by, and in such case in accordance with, GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) and set forth in the Bank Call Reports filed prior to the date hereof; (b) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established, to the extent required by, and in such case in accordance with, GAAP and/or requirements under applicable Law (including applicable regulatory accounting principles) and set forth in the Bank Call Reports filed prior to the date hereof, (c) licenses and other similar rights under Intellectual Property; (d) exceptions (including easements, covenants, rights of way, restrictions or other similar charges), gaps or other imperfections or defects or irregularities in the chain of title or other Liens that are readily apparent from the records of the applicable Governmental Authority registries and which were incurred in the ordinary course of business that do not, in any case, materially detract from the value or the use of the property subject thereto; (e) Liens against real estate that would be shown by a current title policy, title report or other similar report or listing
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P&A Agreement means the agreement executed between the PA and the OTM Holder/PI Holder;
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P&A Agreement shall have the meaning set forth in the recitals hereto.
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P&A Agreement. As defined in the introduction to this Warrant.
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P&A Agreement means the Amended and Restated Excluded Assets and Liabilities Purchase and Assumption Agreement, dated May 10, 2022 by and among the Bank, the Bank’s subsidiaries named therein, Seller and Seller Bank, as amended by Amendment No. 1 thereto and any further amendments thereto from time to time as mutually agreed by the parties thereto and Purchaser. “Transaction Documents” means this Agreement, the P&A Agreement, the Transitional Services Agreement, the Reverse Transitional Services Agreement, the Registration Rights Agreement, the Derivatives, Loans and Letters of Credit Agreement, the Excluded Commercial Card Business P&A Agreement and the GCIB Deposits Agreement. (b) ARTICLE 3 of the Purchase Agreement shall be amended by replacing the words “(the “Sellers’ Disclosure Schedule”)” in the lead-in paragraph in their entirety with “(as amended by Amendment No. 1 thereto and any further amendments thereto from time to time as mutually agreed by the parties hereto, the “Sellers’ Disclosure Schedule”). (c) Section 2.3 of the Purchase Agreement shall be amended by adding the following as a new clause (f): “Notwithstanding the treatment of the GCIB Group A Deposits as part of the Excluded Assets and Liabilities, the liabilities of the Bank associated with the GCIB Group A Deposits (and, for the avoidance of doubt, the liabilities associated with the GCIB Group C Deposits) (i) as of the Estimated Closing Balance Sheet Date, shall be liabilities of the Bank on the Estimated Closing Balance Sheet and the corresponding determinations of Estimated TBV and Estimated Purchase Price and (ii) as of the close of business on the day immediately preceding the Closing Date, shall be treated as liabilities of the Bank on the Closing Balance Sheet and the corresponding determinations of Closing TBV and Purchase Price.” (d) Section 2.3 of the Purchase Agreement shall be amended by adding the following as a new clause (g): “Notwithstanding the treatment of the Commercial Card Business as part of the Excluded Assets and Liabilities, the assets and liabilities of the
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Related to P&A Agreement

  • CMPPA Agreement means the CMPPA Agreement between the SSA and CHHS.

  • Collaboration Agreement has the meaning set forth in the Recitals.

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Termination Agreement has the meaning set forth in the Recitals.

  • Letter Agreement has the meaning set forth in the Recitals.

  • Alliance Agreement has the meaning given to such term in paragraph 11.2 of Schedule 13 (Information and Industry Initiatives);

  • Development Agreement has the meaning set forth in the Recitals.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Mutual aid agreement means an agreement between the City and a town or other city for the City’s fire department to provide assistance to the fire department of a town or other city.

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Foundation Agreement means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Xxxxxxxx, Genting WA and Tileska providing for the subscription of Units and Options;

  • Data Use Agreement means the agreement incorporated into the Contract to facilitate creation, receipt, maintenance, use, disclosure or access to Confidential Information.

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;

  • Master Lease Agreement has the meaning set forth in Section 7.2(c)(xiv).

  • Reciprocal agreement means an agreement between this state and a higher education compact or 1 or more other states that allows participating colleges to provide distance education to residents of this state and other member states under this act.

  • Framework Agreement means the Clauses of this Framework Agreement together with the Framework Schedules and annexes to it;

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Development Agreements means all development, utility or similar agreements included in the Permitted Encumbrances.

  • Reconstitution Agreement The agreement or agreements entered into by the Company and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans serviced hereunder, in connection with a Whole Loan Transfer or Securitization Transaction.

  • Reinsurance Agreement means any agreement, contract, treaty or other arrangement whereby one or more insurers, as reinsurers, assume liabilities under insurance policies or agreements issued by another insurance or reinsurance company or companies.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Assistance Agreement means a for- mal, written agreement between the CDFI Fund and an Awardee which specifies the terms and conditions of assistance under this part;

  • Interconnection Agreement means the interconnection agreement entered into by Seller pursuant to which the Facility will be interconnected with the Transmission System, and pursuant to which Seller’s Interconnection Facilities and any other Interconnection Facilities will be constructed, operated and maintained during the Contract Term.