Specified Instances definition

Specified Instances means the use of the words “material” and “all material respects” as such terms are used in Section 3.5 of the Company Purchase Agreement and Section 6.5(b) of this Agreement. It is agreed that the provisions of this Section 9.1(b) shall not change the titles of or change what otherwise constitutes a “Material Customer”, “Material Supplier” and “Material Contract”.
View Source
Specified Instances means (i) the use of the word “material” in Section 4.7(b) (Financial Statements), (ii) the use of the word “Material Adverse Effect” in Section 4.9(a) (Absence of Certain Changes), (iii) the use of the word “material” in the third sentence of Section 4.11(a) (Compliance with Laws), (iv) all uses of the word “material” in Section 4.12(a) (Material Contracts), (v) the use of the word “material” in Section 5.7 (Financial Statements) and (vi) the use of the word “Material” when used in the defined terms “Material Contracts,” “Material Adverse Effect” and “Hazardous Materials.”
View Source
Specified Instances has the meaning set forth in Section 7.1(c).
View Source

Examples of Specified Instances in a sentence

  • Notwithstanding anything to the contrary contained herein, all Qualifications (other than the Specified Instances) shall be disregarded for purposes of this Section 7.3. Buyer shall not be liable for any indemnification of any Losses under Section 7.3(a)(i) or Section 7.2(a)(ii) to the extent the Company or any Seller had knowledge of the associated inaccuracy or breach prior to the Closing.

  • Notwithstanding anything to the contrary contained herein, all Qualifications (other than the Specified Instances) shall be disregarded for all purposes of this Section 7.2. The Company and the Sellers shall not be liable for any indemnification of any Losses under Section 7.2(a)(i) or Section 7.2(a)(ii) to the extent Buyer had knowledge of the associated inaccuracy or breach prior to the Closing.


More Definitions of Specified Instances

Specified Instances means (i) the use of the word “material” in Section 4.7(b) (Financial Statements), (ii) the use of the word “Material Adverse Effect” in Section 4.9(a) (Absence of Certain Changes), (iii) the use of the word “material” in the third sentence of Section 4.11(a) (Compliance with Laws), (iv) all uses of the word “material” in Section 4.12(a) (Material Contracts), (v) the use of the word “material” in Section
View Source

Related to Specified Instances

  • Specified US Person means (i) a US citizen or resident individual, (ii) a partnership or

  • qualified institutional buyer" as defined in Rule 144A.

  • Specified Investment means any Investment proposed to be made pursuant to Section 8.03(g) or (i).

  • Specified Investments means (a) direct obligations of the United States of America or obligations fully guaranteed by the United States of America; (b) commercial paper rated A-1/P-1 by S&P and Moody's, respectively or, if such ratings are unavailable, rated by any nationally recognized rating organization in the United States equal to the highest rating assigned by such rating organization; (c) investments in negotiable certificates of deposit, time deposits, banker's acceptances, commercial paper or other direct obligations of, or obligations guaranteed by, commercial banks organized under the laws of the United States or of any political subdivision thereof (or any U.S. branch of a foreign bank) with issuer ratings of at least B/C by Thomson Bankwatch, having maturities no later than 90 days following the date of such investment; (d) overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers; or (e) overnight repurchase agreements with respect to the securities described in clause (a) above entered into with an office of a bank or trust company which is located in the United States of America or any bank or trust company which is organized under the laws of the United States or any state thereof and has capital, surplus and undivided profits aggregating at least $500 million. SSB. State Street Bank and Trust Company of Connecticut, National Association, a national banking association or any successor Owner Trustee in its individual capacity.

  • Qualified Institution means a depository institution organized under the laws of the United States of America or any state thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities that at all times has the Required Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.