Confidential Information has the meaning set forth in Section 6.1.
Covered Entity means any of the following:
Code means the Internal Revenue Code of 1986, as amended.
Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Effective Date has the meaning set forth in the preamble.
Agreement has the meaning set forth in the preamble.
Control means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
SEC means the Securities and Exchange Commission.
Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Good Reason means:
Governmental Authority means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
GAAP means generally accepted accounting principles in the United States of America in effect from time to time.
Event of Default has the meaning specified in Section 8.01.
Collateral has the meaning set forth in Section 2.
FATCA means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
Securities Act means the Securities Act of 1933, as amended.
Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).
Closing Date has the meaning set forth in Section 2.2.
Company has the meaning set forth in the Preamble.
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
Plan means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
Commission means the Securities and Exchange Commission.
Disability means total and permanent disability as defined in Section 22(e)(3) of the Code.