#Wordbook xl app series#

Initial Guarantors shall have the meaning set forth in the preamble. Security Parties means at any relevant time, the Borrower, the Guarantor, the Pledgor, the Target, the Vessel Owners and any other person who may at any time during the Facility Period be liable for, or provide security for, all or any part of the Indebtedness, and “Security Party” means any one of them.ĬUSA has the meaning specified in the recital of parties to this Agreement.

#Wordbook xl app series#

Purchaser Parties means the Purchasers and each Permitted Transferee of the Purchasers to whom shares of Series A Preferred Stock or Common Stock are transferred pursuant to Section 5.08(b)(i) of the Investment Agreement.Ĭreditor Parties means, collectively, the Administrative Agent, the Lenders, the L/C Issuers and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, and the other Persons to whom the Obligations are owing. Investor Parties has the meaning set forth in the Preamble.Ĭontracting Parties has the meaning set forth in Section 9.14. Selling Parties shall have the meaning specified in the preamble.īackstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties. Parent Parties means Parent and Merger Sub.īank Parties means Administrative Agent and the Banks. Seller Parties has the meaning set forth in the preamble to this Agreement.īuyer Parties has the meaning set forth in Section 10.2(a).

Warrantors means the Founders, the Founder Holdcos and the Group Companies.įinancing Parties means Parties financing the Project, pursuant to Financing Documents. Transaction Parties As defined in Section 5.3(o). Local Parties shall be defined as the Board or the local OSSTF/FEESO bargaining unit party to a collective agreement. Prior to the Closing, the SCA Parties shall not amend, alter, waive or repeal any of the terms of the MLI CDS Agreement without the prior written approval of the XL Parties. Notwithstanding anything to the contrary herein or otherwise, the Parties agree that the XL Parties have (i) complete and sole discretion whether or not any XL Public Offering will be completed and (ii) no obligation to the SCA Parties or the CDS Counterparties to complete any XL Public Offering. Notwithstanding anything to the contrary contained herein, under no circumstances will the XL Parties have any obligation to consummate any of the Transactions required to be completed on or prior to the Closing until the completion of an XL Public Offering. The XL Parties will provide the SCA Parties, at the SCA Parties’ sole cost and expense, upon reasonable notice and during normal business hours, all documents, files, books and records and reasonable access to, and will request reasonable cooperation from, all employees of the XL Parties, as the SCA Parties may reasonably request from time to time, for the limited use by the SCA Parties in compliance with any legal, regulatory, accounting, or audit requirement or examination. Receipt of a certificate simultaneously with the Closing of a duly authorized officer of each of the XL Parties certifying in respect of such XL Party as to the matters set forth in Sections 7.01(a)(i) and 7.01(a)(ii).

None of the XL Parties, the SCA Parties or any CDS Counterparty may rely on the failure of any condition set forth in Section 7.01, Section 7.02 or Section 7.03, as the case may be, to be satisfied if such failure was primarily caused by such Party’s or Parties’ breach of any provision of this Agreement or failure to use its or their reasonable best efforts to consummate the Transactions in accordance with the terms of this Agreement. The Airport Fund is used to account for the operation of the Taylor Municipal Airport.Įach of the SCA Parties and XL Parties shall use reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Authority with respect to the Transactions under any Law.Įxcept for the representations and warranties contained in this Agreement and the Ancillary Agreements, neither XL Capital nor any other Person makes any express or implied representation or warranty on behalf of or with respect to XL Capital or any other member of the XL Parties, and XL Capital hereby disclaims any representation or warranty not contained herein or therein. A copy of each such written approval has been delivered to the XL Parties and the CDS Counterparties and such written approvals have not been withdrawn, rescinded, revoked, amended or altered in any way.