of Sale
2.6(a)(iii)
Buyer
Preamble
Buyer I
Preamble
Buyer II
Preamble
Buyers
Preamble
Buyer Guaranteed Obligations
10.11
Buyer Indemnified Parties
8.2(a)
Buyer Parent
Preamble
California Real Property
11.3(a)
Cap
8.4(c)
Claim Notice
8.3(a)
Closing
2.5
Closing Cash Consideration
2.2
Closing Date
2.5
Closing Sales Tax
2.12
Closing Sales Tax Forms
2.12
Closing Statement
2.4
Co-Insurer
2.10(e)
Code
9.2(d)
Current Year Tax Appeal
2.7(a)(vii)
Deductible
8.4(b)
Defeasance Amount
2.3(b)
Deed
2.6(a)(i)
Deposit
2.3(a)
Deposit Escrow Agreement
2.3(a)
Disclosing Party
6.7(c)
EPA
11.4(b)
Estimated Proration Statement
2.7(b)
Existing PIP
2.10(b)(i)
Final Accounting Period
2.7(a)(xii)(A)
Final Accounting Period Statement
2.7(a)(xii)(A)
Final Proration Period
2.7(b)
Final Settlement Statement
2.7(b)
Financial Statements
4.8
Franchise Agreements
4.6(a)(ii)
Ground Leases
4.6(a)(iv)
IMF
2.7(a)(xii)
Indemnified Party
8.3(a)
Indemnifying Party
8.3(a)
Initial Purchase Price
2.2
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Interim Liquor Agreement
6.9(b)
Louisiana Real Property
11.6(a)
Management Agreements
4.6(a)(i)
Massachusetts Real Property
11.7
Material Contract
4.6(a)
Natural Hazard Consultant
11.3(a)
Negotiated PIP
2.10(b)(i)
New Jersey CCO
11.9
New Mexico Property
11.10
New Mexico Real Property
11.10
Non-Party Affiliate
8.7(f)
Non-Stale A/R
2.7(a)(i)
Notifying Party
6.4
Occasional Sale Certificate
2.12
OFAC
3.6
Operating Profit
2.7(a)(xii)(A)
Outside Date
9.1(c)
Owner's Affidavit
2.6(a)(xii)
Parent
Preamble
Parent Indemnified Parties
8.2(b)
Parent Marks
6.5
PILOT Agreements
4.6(a)(v)
Plan Assets
4.5(a)
Potential Contributor
8.4(h)
Prorated Items
2.7(a)
Qualifying Income
9.2(d)
Receiving Party
6.7(c)
Released Claims
8.5(d)
Resale Certificate
2.12
Required Franchisor Consents
7.1(c)
Required Manager Consents
7.1(b)
Sales Tax
2.12
Selling Subsidiaries or Selling Subsidiary
Recitals
Specified Waiver
2.10(f)
Stale A/R
2.7(a)(i)
Terminating Management Agreement
2.10(b)(ii)
Third Party Approvals and Notifications
2.10(a)
Third Party Claim
8.3(a)
Title Policies
7.2(c)
TRS Leases
4.6(a)(iii)
True-Up Accountant
2.7(b)
True-up Amount
2.7(b)
Unresolved Items
2.7(b)
Withheld Assets
2.10(f)
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Section 1.3 Rules of Construction.
(a) All article, section, schedule, annex and exhibit references used in this
Agreement are to articles, sections, schedules, annexes and exhibits to this
Agreement unless otherwise specified. The schedules, annexes and exhibits
attached to this Agreement constitute a part of this Agreement and are
incorporated herein for all purposes.
(b) When calculating the period of time before which, within which or following
which any act is to be done or step taken pursuant to this Agreement, the date
that is the reference date in calculating such period shall be excluded. If the
last day of such period is a non-Business Day, the period in question shall end
on the next succeeding Business Day.
(c) If a term is defined as one part of speech (such as a noun), it shall have a
corresponding meaning when used as another part of speech (such as a verb).
Terms defined in the singular have the corresponding meanings in the plural, and
vice versa. Unless the context of this Agreement clearly requires otherwise,
words importing the masculine gender shall include the feminine and neutral
genders and vice versa. The term "includes" or "including" shall mean "including
without limitation." The words "hereof," "hereto," "hereby," "herein,"
"hereunder" and words of similar import, when used in this Agreement, shall
refer to this