Section 5.03 Side Letter definition

Section 5.03 Side Letter has the meaning set forth in Section 5.03(b).
Sample 1Sample 2Sample 3
Section 5.03 Side Letter has the meaning set forth in Section 5.03(b). “Seller” has the meaning set forth in the preamble of this Agreement, and includes its respective successors and assigns. “Seller Approvals” has the meaning set forth in Section 3.05. “Seller Consents” has the meaning set forth in Section 3.03. “Seller Indemnified Parties” means each of the Sellers, their successors and assigns, and their Representatives. “Seller Parent” means NRG Energy, Inc., a Delaware corporation. “Seller Parent Guaranty” means that guaranty of Seller Parent dated as of the Effective Date and attached hereto as Exhibit I. “Subsidiary” has the meaning set forth in the Recitals. “Tax” or “Taxes” means any income, profits, gross or net receipts, property, sales, use, capital gain, transfer, excise, license, production, franchise, employment, social security, occupation, payroll, registration, capital, governmental pension or insurance, withholding, royalty, severance, stamp or documentary, value added, goods and services, business or occupation or other tax, charge, assessment, duty, levy, unclaimed property or escheat obligation, compulsory loan or fee of any kind (including any interest, additions to tax, or civil or criminal penalties thereon) of the United States or any state or local jurisdiction therein required to be collected, or of any other nation or any jurisdiction therein, together with any obligations for the Taxes of any other person whether as successor, a member of a group, indemnitor, or otherwise, but excluding amounts paid or payable in respect of Permits.
Sample 1
Section 5.03 Side Letter has the meaning set forth in Section 5.03(b). “Seller” has the meaning set forth in the preamble of this Agreement, and includes its respective successors and assigns. “Seller Approvals” has the meaning set forth in Section 3.05. “Seller Consents” has the meaning set forth in Section 3.03. “Seller Indemnified Parties” means Seller, its successors and assigns, and its Representatives. “Seller Parent” means NRG Energy, Inc., a Delaware corporation. “Seller Parent Guaranty” means that guaranty of Seller Parent dated as of the Effective Date and attached hereto as Exhibit I. “SPP” means the Southwest Power Pool Regional Reliability Council. “Subsidiaries” and “Subsidiary” have the meanings set forth in the Recitals. “Support Obligations” has the meaning set forth in Section 5.10. “Taloga” has the meaning set forth in the Recitals. “Tapestry Financial Closing Date” means December 21, 2011. “Tapestry HoldCo” has the meaning set forth in the Recitals. “Tapestry Refinancing” has the meaning set forth in Section 7.09. “Tapestry Term Sheet” means that Tapestry Wind, LLC Repricing of Senior Secured Term Loan Credit Facilities Summary of Principal Terms and Conditions as set forth on Schedule A. 10 “Tapestry Title Policy” has the meaning set forth in Section 3.15. “Tax” or “Taxes” means any income, profits, gross or net receipts, property, sales, use, capital gain, transfer, excise, license, production, franchise, employment, social security, occupation, payroll, registration, capital, governmental pension or insurance, withholding, royalty, severance, stamp or documentary, value added, goods and services, business or occupation or other tax, charge, assessment, duty, levy, unclaimed property or escheat obligation, compulsory loan or fee of any kind (including any interest, additions to tax, or civil or criminal penalties thereon) of the United States or any state or local jurisdiction therein required to be collected, or of any other nation or any jurisdiction therein, together with any obligations for the Taxes of any other person whether as successor, a member of a group, indemnitor, or otherwise, but excluding amounts paid or payable in respect of Permits. “Tax Returns” means any report, form, return, statement or other information (including any amendments) required to be supplied to or filed with a Governmental Authority by a Person with respect to Taxes, including, but not limited to, information returns, any amendments thereof or schedule or attachment thereto...
Sample 1

Examples of Section 5.03 Side Letter in a sentence

  • No updates made pursuant to this Section 5.03 shall be deemed to cure any inaccuracy or breach of any representation or warranty made in this Agreement as of the Effective Date or for purposes of Section 7.01 unless Purchaser (in its sole discretion) specifically agrees to this in writing in the Section 5.03 Side Letter, subject to the terms and conditions agreed therein.

  • Those employees who have their homes designated as their work headquarters may continue to do so, and shall report to their field headquarters as directed by their supervisor.

Related to Section 5.03 Side Letter

  • Pricing Side Letter means that certain letter agreement between Buyer and Seller, dated as of the date hereof, as the same may be amended, restated, supplemented or otherwise modified from time to time.

  • Article 55 BRRD means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

  • Side Letter means any side letter executed by an Investor with any Borrower or the Investment Adviser with respect to such Investor’s rights and/or obligations under its Subscription Agreement and any other applicable Operative Document.

  • Private Side Lender Representatives means, with respect to any Lender, representatives of such Lender that are not Public Side Lender Representatives.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Public Side Lender Representatives means, with respect to any Lender, representatives of such Lender that do not wish to receive MNPI.

  • Financing Agreement means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Refinancing Agreement as defined in Subsection 8.3(c).

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

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

  • Side Agreement means the Side Agreement for Transfer Agency Services between the Customer and Transfer Agent dated as of January 1, 2015.

  • Reimbursement Agreement as defined in Section 2.8(b).

  • Back-Up Servicing Agreement means that certain Back-Up Servicing Agreement to be entered into by and among the Company, the Administrative Agent and the Back-Up Servicer, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.

  • Issuer-ICSDs Agreement means the agreement entered into between the Issuer and each of the ICSDs;

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

  • Master Services Agreement means the master services agreement dated as of the date hereof, among the Service Providers, the Partnership, the Holding LP, the Holding Entities and others;

  • Distribution Agreements means the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of Turning Point, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

  • 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:

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • 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.

  • Agent's Fee Letter means the letter agreement, dated as of the date hereof (as hereafter amended from time to time) between the Borrower and the Agent respecting certain fees payable to the Agent for its own account.

  • Payment Agreement means a written agreement which provides

  • Disbursement Agreement means the Master Disbursement Agreement, dated as of the Closing Date, by and among the Administrative Agent, the Bank Facilities Administrative Agent, the Disbursement Agent, the Borrowers and LCR, in substantially the form of Exhibit D-3 hereto, as the same may be amended, supplemented, amended and restated, or otherwise modified in accordance with the terms hereof and thereof.

  • Loan Modification Agreement means a Loan Modification Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, among the Borrower, the other Loan Parties, one or more Accepting Lenders and the Administrative Agent.

  • Designation Agreement means a designation agreement in substantially the form of Exhibit G attached hereto, entered into by a Bank and a Designated Lender and accepted by the Administrative Agent.

  • Program Agreement means an agreement between the Contractor and DSHS containing special terms and conditions, including a statement of work to be performed by the Contractor and payment to be made by DSHS.