ACTIVE MANAGERS definition
ACTIVE MANAGERS shall have the meaning set out in the introduction; "BEST KNOWLEDGE" shall have the meaning set out in Clause 4.1.2; "BGB" shall mean the German Civil Code (Burgerliches Gesetzbuch); "BETA GROUP" shall have the meaning set out in Preamble (B); "BETA GROUP COMPANIES" shall have the meaning set out in Preamble (B); "BETA KG" shall mean beta Healthcare GmbH & Co. KG registered in the commercial register of the Local Court in Augsburg under HRA 15020 <PAGE> -5- "BREACH" shall have the meaning set out in Clause 4.2; "BUSINESS DAY" shall have the meaning set out in Clause 3.8.1; "CLARAT PARTNERS" shall have the meaning set out in the introduction; "CLOSING DATE" shall have the meaning set out in Clause 3.3; "CLOSING" shall have the meaning set out in Clause 3.3; "COMPANY" shall have the meaning set out in Preamble (A); "CONDITIONS PRECEDENT" shall have the meaning set out in Clause 1.4; "EARN-OUT SETTLEMENT ACCOUNT" shall mean the following bank account: Account Number: (*) Account Holder: (*) Bank: (*) Bank Code: (*) IBAN: (*) "ESCROW ACCOUNT" shall be the account in the name of the Escrow Agent with the account number (*) subject to the Escrow Agreement; "ESCROW AGENT" means the notary public (*); "ESCROW AGREEMENT" shall have the meaning set out in Schedule 3.9; "GUARANTOR" shall have the meaning set out in the introduction; "MANAGERS" shall have the meaning set out in the introduction; "MEZZANINE FACILITIES AGREEMENTS" shall mean a mezzanine facility agreement dated 3 March 2004 between beta Holding GmbH as parent, beta KG as borrower, Commerzbank Aktiengesellschaft and Indigo Capital Limited as arrangers, Indigo Capital Limited as agent, Commerzbank Aktiengesellschaft as security agent and others; "MEZZANINE OPTION AGREEMENT" shall mean the Option Agreement between beta KG and Indigo Capital IV L.P. and Commerzbank Aktiengesellschaft dated 3 March (*) Confidential Treatment Requested. <PAGE> -6- 2004; "MEZZANINE AND PIK WARRANT SETTLEMENT ACCOUNT" shall mean the following bank account: Account Number: (*) Account Holder: (*) Bank: (*) Swift Code: (*) IBAN: (*) "OPTION AGREEMENTS" shall mean the Mezzanine Option Agreement and the PIK Option Agreement; "PARTIES" shall have the meaning set out in the introduction; "PIK FACILITY AGREEMENT" shall mean a PIK facility agreement dated 3 March 2004 between beta Holding GmbH as parent, beta KG as borrower, Indigo Capital Limited as arranger and agent, Commerzbank Aktiengesellschaft as security agent and others and al...