Definitions and Interpretation Sample Clauses


DEFINITIONS AND INTERPRETATION. In this Guarantee, unless the context otherwise requires:


DEFINITIONS AND INTERPRETATION. When used in this Security Agreement, the following terms shall have the following respective meanings: Administrative Agent shall have the meaning given to that term in the introductory paragraph hereof. Company shall have the meaning given to that term in the introductory paragraph hereof. Collateral shall have the meaning given to that term in Section 2 hereof. Copyright Office shall mean the United States Copyright Office or any successor office or agency thereto. Copyrights shall have the meaning given to that term in Attachment 1 hereto. Credit Agreement shall have the meaning given to that term in Recital A hereof. Grantor(s) shall have the meaning given to that term in the introductory paragraph hereof. Lenders shall have the meaning given to that term in the introductory paragraph hereof. Mask Works shall have the meaning given to that term in Attachment 1 hereto. Patent and Trademark Office shall mean the United States Patent and Trademark Office or any successor office or agency thereto. Patent Applications shall mean all applications made by, or on behalf of, a Grantor to the Patent and Trademark Office or to any similar office or agency of any foreign country or political subdivision thereof for the registration of Patents. Patent Registrations shall mean all Patents registered with the Patent and Trademark Office or with any similar office or agency of any foreign country or political subdivision thereof and all Patent Applications. Patents shall have the meaning given to that term in Attachment 1 hereto. Secured Obligations shall mean and include (a) in the case of the Company, the Obligations (as defined in the Credit Agreement) and (b) in the case of each other Grantor, all liabilities and obligations, howsoever arising, owed by such Grantor to the Administrative Agent or any Lender of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the Guaranty or any of the other Loan Documents to which such Grantor is a party, including without limitation all interest (including interest that accrues after the commencement of any bankruptcy or other insolvency proceeding by or against such Grantor), fees, charges, expenses, attorneys fees and accountants fees chargeable to and payable by the Grantor hereunder and thereunder. Trade Secrets shall have the ...

DEFINITIONS AND INTERPRETATION. When used in this Security Agreement, the following terms have the following respective meanings:

DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context otherwise requires: Affiliate means, in relation to a body corporate, any subsidiary or holding company of such body corporate, and any subsidiary of any such holding company, in each case from time to time; Agreed Form means, in relation to a document, the form of that document initialled by or on behalf of each of the parties for identification; Assets has the meaning given in Clause 2; Authority means any competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising body, authority, agency, board, department, court or tribunal of any jurisdiction and whether supranational, national, regional or local; Business means the luxury e-commerce business of Style.com, as carried on by CN Commerce and certain of its Affiliates; Business Day means a day (other than a Saturday or Sunday) on which banks in the City of London are open for ordinary banking business; Claim means any claim by the Purchaser for breach of any of the Warranties; Collaboration Agreement means the collaboration services agreement in the Agreed Form to be entered into between the Company, the Purchaser and AMPI; Completion means completion of the sale and purchase of the Assets in accordance with Clause 6; Completion Date means the date on which Completion takes place; Conditions means the conditions set out in Clause 4.1; Confidential Information has the meaning given in Clause 18.1; Consideration has the meaning given in Clause 3.1; Consideration Shares has the meaning given in Clause 3.2; Customer Information means all information held by CN Commerce about customers of the Business or users who signed up for newsletters of, or pursuant to marketing efforts of, the Business, including, where possible, transactional data (including order value), email addresses and contact telephone numbers of such customers or users, and including the information about such customers and users disclosed in the Data Room, provided such information is held in connection with the Business and not with that of any other business carried out by the Vendor Group; Customer Personal Data means all Personal Data comprised in the Customer Information; Data Protection Laws means all applicable laws, regulations, guidelines and codes of practice issued by governmental authorities having applicable jurisdiction and relating to data protection, use of electronic data and privacy matters, including the Data ...

DEFINITIONS AND INTERPRETATION. In this Capital Securities Guarantee, unless the context otherwise requires:

DEFINITIONS AND INTERPRETATION 1.1 In this Agreement unless the context otherwise requires: business day means a day, other than a Saturday or Sunday, on which banks are open for ordinary banking business in London; the Effective Date means the date first set forth above; party or parties references to party or parties shall be construed as references to a party or parties to this agreement; the Services means the services to be performed by DeBondo for the Customer upon the terms of this agreement, a detailed description of which is set out in the appendix hereto as amended from time to time; value added tax and VAT mean value added tax as provided for in the Value Added Tax Act 1994 and legislation supplemental thereto or replacing, modifying or consolidating it. 1.2 References to, or to any provision of, any treaty, legislation, statute, directive, regulation, judgment, decision, decree, order, instrument, byelaw, or any other law of, or having effect in, any jurisdiction (Laws) shall be construed also as references to all other Laws made under the Law referred to, and to all such Laws as amended, re-enacted, consolidated or replaced or as their application is modified by other Laws from time to time, and whether before or after the date of this agreement. 1.3 References to this agreement or to any other agreement or document referred to in this agreement mean this agreement or such other agreement or document as amended, varied, supplemented, modified or novated from time to time, and include the schedules and appendices. 1.4 References to the singular shall include the plural and vice versa and references to the masculine, the feminine and the neuter shall include each other such gender. 1.5 References to parties are references to the parties to this agreement, and references to a person include any individual, company, body corporate, corporation sole or aggregate, government, state or agency of a state, firm, partnership, joint venture, association, organization or trust (in each case, whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists) and a reference to any of them shall include a reference to the others. 1.6 References to clauses and the appendix are to clauses of and the appendix to this agreement. References to this agreement include the appendix. 1.7 The headings are inserted for convenience only and shall not affect the construction of this agreement.

DEFINITIONS AND INTERPRETATION 1.1 In this agreement the following words and expressions shall have the following meanings: Act means the Companies Act 2006; Admission means the admission to trading on AIM of all of the Enlarged Share Capital in accordance with the AIM Rules, and any reference in this agreement to Admission becoming effective is to be construed in accordance with rule 6 of the AIM Rules; Admission Document means the document in the agreed form proposed to be published by the Company in connection with the Placing and Admission as required by and in accordance with rule 3 of the AIM Rules; Affiliates means subsidiaries, holding companies and any subsidiaries of any such holding companies; AIM means the AIM market operated by the London Stock Exchange; AIM Rules means the rules published by the London Stock Exchange governing admission to AIM and the regulation of AIM companies as amended or re-issued from time to time; Board means the board of directors of the Company or a duly authorised committee of such board of directors; Brokers means Seymour Pierce and RBC, appointed by the Company pursuant to rule 35 of the AIM Rules; Business Day means a day (excluding Saturdays, Sundays and public holidays) on which


DEFINITIONS AND INTERPRETATION. This letter shall be interpreted as follows: Senior executive officer means the Companys senior executive officers as defined in subsection 111(b)(3) of EESA. Golden parachute payment is used with same meaning as in Section 111(b)(2)(C) of EESA. EESA means the Emergency Economic Stabilization Act of 2008 as implemented by guidance or regulation issued by the Department of the Treasury and as published in the Federal Register on October 20, 2008. The term Company includes any entities treated as a single employer with the Company under 31 C.F.R. SS 30.1(b) (as in effect on the Closing Date). You are also delivering a waiver pursuant to the Participation Agreement, and, as between the Company and you, the term employer in that waiver will be deemed to mean the Company as used in this letter. The term CPP Covered Period shall be limited by, and interpreted in a manner consistent with, 31 C.F.R. SS 30.11 (as in effect on the Closing Date). Provisions (1) and (2) of this letter are intended to, and will be interpreted, administered and construed to, comply with Section 111 of EESA (and, to the maximum extent consistent with the preceding, to permit operation of the Benefit Plans in accordance with their terms before giving effect to this letter).

DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement:

DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement: Acceptable Bank means a bank or financial institution with a rating for its long-term unsecured and non credit-enhanced debt obligations assigned by Moodys Investor Services, Inc., Standard & Poors Corporation or any other reputable rating agency, such rating and agency to be reasonably acceptable to the relevant Issuing Bank. Accession Letter means a document substantially in the form set out in Schedule 7 (Form of Accession Letter). Additional Borrower means a company which becomes an Additional Borrower in accordance with Clause 24 (Changes to the Obligors). Additional Commitment Request means a notice substantially in the form set out in Schedule 4 (Form of Additional Commitment Request). Additional Guarantor means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).