Defined Term    Section definition

Defined Term    Section. ABHI" Recitals "Allocation Statement" 2.08 "Accounting Principles" 2.09(a) "Assumed Liabilities" 2.03 "Business" Recitals "Cash Component" 2.06(a)(i) "Closing Date" 2.07(a) "Closing" 2.07(a) "Contracts" 2.01(c) "Crockett Order" 2.04 "Employment Agreements" 3.13(a) "Encumbrances" 3.07(a) "Equipment" 2.01(a) "Excluded Assets" 2.02 "Excluded Liabilities" 2.04 "Expenses" 11.03 "Financial Statements" 3.05(a) "Insurance Policies" 3.18 "Intellectual Property Rights" 2.01(h) "Inventory" 2.01(b) "Leases" 3.07(c) "McBryde" Recitals "MLM" 3.19(i) "Newco Exchange Debentures" 7.08 "Newco Indemnitees" 9.01(a) "Newco Senior Subordinated Notes" 7.05 "Newco Securities" 3.20(a) "Newco" Preamble "Outside Date" 10.01(f) "Permits" 3.11(a) "Preliminary Statement of Working Capital" 2.06(b) "Preliminary Working Capital Adjustment" 2.06(b) "Proceedings" 3.09 "Purchase Consideration" 2.06(a) "Required Consents" 3.11(b) "Required Contractual Consent" 3.11(b) "Required Governmental Approval" 3.11(b) "Scheduled Contracts" 3.10(a) "Securities Act" 3.20(a) "Seller Balance Sheet" 3.05(a) "Seller Indemnitees" 9.01(b) "Seller Insurance Policies" 3.18 "Statement of Working Capital" 2.09(a) "Stock Sale Agreement" 8.01(e) "Subsequent Material Contract" 5.01(b)(v) "Transferred Assets" 2.01 "Working Capital Facility" 7.05
Defined Term    Section. Shares" Recitals "Subsequent Material Contract" 5.01(b)(v) "Tax Claim" 11.04(a) "Tax Indemnitee" 11.04(a) "Tax Indemnitor" 11.04(a) "Unaffiliated Production Company" 3.21(b) "Unpaid Balance" 2.03(d)
Defined Term    Section. Distributions" 3.10(h) "Employment Agreements" 3.17(a) "Entertainment Companies" Preamble "Entertainment Plan" 3.17(c) "Equity Securities" 3.01 "Essential Consents" 3.15(b) "Film Rentals" 5.09 "Films In Progress" 3.21(a) "Final Statement" 2.03(c) "Financial Statements" 3.09 "Insurance Policies" 3.25 "Intellectual Property Rights" 3.19(b) "Interim Statements" 3.09 "Landmark" Preamble "Landmark Financial Statements" 3.29 "Leases" 3.11(c) "Library Films" 3.20(a) "Licensed Intellectual Property Rights" 3.19(b) "MPAA" 3.20(b) "Orion" Preamble "Overpayment" 2.03(e) "Owned Intellectual Property Rights" 3.19(a) "P&A" 5.01(a)(ix) "Permits" 3.15(a) "Personal Property Leases" 3.11(c) "Preliminary Purchase Price" 2.03(b) "Preliminary Statement" 2.03(b) "Proceedings" 3.13 "Pro Forma Statements" 3.09 "Purchase Price" 2.03(a) "Real Property Leases" 3.11(c) "Required Consents" 3.15(b) "Required Contractual Consent" 3.15(b) "Required Governmental Approval" 3.15(b) "Scheduled Contracts" 3.14(a) "SEC" 3.05 "SEC Documents" 3.27 "Section 338 Elections" 11.02(a) "Section 338 Taxes" 11.02(c) "Securities Act" 7.07(a) "Selected Firm" 2.03(c) "Seller" Preamble "Seller Indemnitees" 9.02

More Definitions of Defined Term    Section

Defined Term    Section. 1996 Balance Sheet" 3.09 "A Films" 3.20(a) "Annual Statements" 3.09 "ASCAP" 3.20(g) "B Films" 3.20(a) "BMI" 3.20(g) "Buyer" Preamble "Closing" 2.02 "Closing Date" 2.02 "Commitment Fee" 10.03 "Development Projects" 3.22
Defined Term    Section. ERISA Affiliate” Section 3.12(a) “Excluded Parties” Section 5.5(a) “Expenses” Section 5.10(a) “Fairness Opinion” Section 3.22 “Go-Shop Extension Period” Section 5.5(a) “Go-Shop Period” Section 5.5(a) “Indemnified Persons” Section 5.10(a) “Inquiry” Section 5.6(a) “Insurance Policies” Section 3.19 “Lease Agreements” Section 3.14(a)(xi) “Leased Real Property” Section 3.21(b)(i) “License Agreements” Section 3.14(a)(xii) “Merger” Section 1.1 “Merger Consideration” Section 2.1(b) “Merger Sub” PreambleMerger Sub Common Stock” Section 2.1(d) “Multiemployer Plan” Section 3.12(e) “No-Shop Period Start Date” Section 5.5(b) “Notice Period” Section 5.5(e)(B)(i) “Other Intellectual Property” Section 3.17(b) “Outside Date” Section 7.1(g) “Parent” Preamble “Parent Welfare Benefit Plans” Section 5.9(c) “Parent Disclosure ScheduleArticle 4 Defined Term Section “Parent Representatives” Section 5.4(a) “Paying Agent” Section 2.2(a) “Payment Fund” Section 2.2(a) “Payoff Amount” Section 5.6(f) “Payoff Letter” Section 5.6(f) “PII” Section 3.17(c) “Preferred Shares” Section 2.1(b) “Premium Limit” Section 5.10(b) “Proxy Statement” Section 3.23 “Proxy Statement Clearance Date” Section 5.2(a) “Purchase Orders” Section 3.14(a)(iii) “Record Date” Section 5.2(c) “Registered Intellectual Property” Section 3.17(a) “RightSection 2.3Xxxxxxxx-Xxxxx Act” Section 3.9(a) “Section 16” Section 5.13 “Series B Shares” Section 2.1(b) “Series B Share Merger Consideration” Section 2.1(b) “Series C Shares” Section 2.1(b) “Series C Share Merger Consideration” Section 2.1(b) “Series D Shares” Section 2.1(b) “Series D Share Merger Consideration” Section 2.1(b)

Related to Defined Term    Section

  • Defined Terms As set forth in the Plan, unless otherwise defined in this Agreement Participant: [Name] Grant Date: [Date] Number of SARs: [·] Definition of SAR: Each SAR entitles you to receive, upon exercise, an amount equal to (i) the Fair Market Value of 1 Share on the date of exercise minus (ii) the Exercise Price per SAR (the “Appreciation Value”). Exercise Price per SAR: $[·], which is the Fair Market Value as of the Grant Date Original Expiration Date: [·] years from the Grant Date (or earlier if your Separation from Service occurs before this Expiration Date; see Exercise after Separation from Service below) Exercisability: The SARs will become exercisable as follows, as long as you do not have a Separation from Service before the applicable [date/event]: [Date/Event] % of SARs Exercisable* [—] [·] % *Any resultant fractional SARs will not become exercisable and will instead be subject to the next applicable [date/event]. Exercise after Separation from Service: Separation from Service for any reason other than Disability, death, or Cause: any unexercisable SARs expire immediately and any exercisable SARs remain exercisable for [·] after your Separation from Service for any reason other than Disability, death, or Cause. Separation from Service due to Disability or death: exercisable SARs remain exercisable for [·] after your Separation from Service due to your Disability or death. Separation from Service for Cause: all SARs (including any exercisable and unexercisable SARs) expire immediately upon your Separation from Service for Cause. Notwithstanding anything else in this Agreement, the SARs may not be exercised after the Original Expiration Date set forth above.

  • Certain Defined Terms As used in this Agreement, the term "Prospectus" means the applicable Portfolio's prospectus and related statement of additional information, whether in paper format or electronic format, included in the Portfolio's then currently effective registration statement (or post-effective amendment thereto), and any information that we or the Portfolio may issue to you as a supplement to such prospectus or statement of additional information (a "sticker"), all as filed with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933. 2.

  • Preamble means the paragraph that precedes Article One: General Definitions to this Agreement.

  • FBF Definitions means the definitions set out in the 2007 FBF Master Agreement relating to transactions on forward financial instruments as supplemented by the Technical Schedules (Additifs Techniques) as published by the Fédération Bancaire Française (together the "FBF Master Agreement"), unless otherwise specified in the relevant Final Terms.

  • Adjusted Term SOFR means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

  • (b) As used in this section, claim' means a bill or an invoice submitted to a governmental entity for goods or services.

  • Other Definitional Provisions set forth in Section 1.2 of the Basic Servicing Agreement are incorporated by reference into this 20 - Servicing Supplement.

  • Definitions As used in this appendix, “Software” means a specific NetIQ software product for which You have Purchase Documentation issued to You by NetIQ or NetIQ’s agent. Unless defined in this appendix, capitalized terms have the meaning given in the parent Agreement. • STANDARD TERMS: Use the Software family headers and the product and license type tags below to locate the Product Use Rights terms applicable to the Software. Your usage of the Software must be consistent with such terms and with the unit count on Your purchase documentation. Product use rights terms below for other license types or products do not apply to You. • LIMITED USE RESTRICTIONS: Notwithstanding the standard terms below, Your rights may be limited by restrictions which were part of Your Software license acquisition. If such restrictions apply to Your license, then You must apply the restrictions in the broadest possible manner in interpreting Your product and license type rights below.

  • (a) DEFINITION.—In this section, the term covered base closure area' means a base closure area that, on or before the date of enactment of this Act [Jan. 2, 2013], was treated as a HUBZone for purposes of the Small Business Act (15 U.S.C. 631 et seq.) pursuant to section 152(a)(2) of the Small Business Reauthorization and Manufacturing Assistance Act of 2004 [Pub. L. 108–447] (15 U.S.C. 632 note).

  • Adjusted Term SOFR Rate means, for any Interest Period, an interest rate per annum equal to (a) the Term SOFR Rate for such Interest Period, plus (b) 0.10%; provided that if the Adjusted Term SOFR Rate as so determined would be less than the Floor, such rate shall be deemed to be equal to the Floor for the purposes of this Agreement.

  • definition of Monthly Advance" in Article I is hereby amended in its entirety to read as follows:

  • Defined Person" shall mean and include an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or other department or agency thereof.

  • Terms Incorporated by Reference means the Non-Cleared Swap Agreement(s) governing the Trade memorialized in the Trade Communication.

  • Master Definitions Schedule means the amended and restated schedule of definitions relating to the Programme originally dated the Programme Effective Date and as most recently amended and restated on 18 December 2020 (as further amended, supplemented and/or replaced from time to time).

  • Definition means the interpretation given by any written law to a word or expression;

  • Tomographic section means the volume of an object whose x-ray attenuation properties are imaged in a tomogram.

  • The definition of Servicing Fee" set forth in Section 1.01 of the Pooling Agreement is hereby amended and restated to read as follows:

  • as used herein Reference Banks" means four major banks in the London interbank market selected by the Calculation Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London. Exhibit A Officer's Certificate The undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of August 23, 2005, among FNB Financial Services Corporation (the "Company") and Deutsche Bank Trust Company Americas, as trustee, that, as of [date], [20__], the Company had the following ratios and balances: BANK HOLDING COMPANY As of [Quarterly Financial Dates] Tier 1 Risk Weighted Assets _________% Ratio of Double Leverage _________% Non-Performing Assets to Loans and OREO _________% Tangible Common Equity as a Percentage of Tangible Assets _________% Ratio of Reserves to Non-Performing Loans _________% Ratio of Net Charge-Offs to Loans _________% Return on Average Assets (annualized) _________% Net Interest Margin (annualized) _________% Efficiency Ratio _________% Ratio of Loans to Assets _________% Ratio of Loans to Deposits _________% Double Leverage (exclude trust preferred as equity) _________% Total Assets $_________ Year to Date Income $_________ * A table describing the quarterly report calculation procedures is provided on page __ [FOR FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto, together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended _______, 20___.] [FOR FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its consolidated subsidiaries for the fiscal quarter] ended [date], 20__. The financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [___ quarter interim] [annual] period ended [date], 20__, and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period involved (expect as otherwise noted therein).

  • Line section means either that portion of an EDU's electric system connected to a customer bounded by automatic sectionalizing devices, the end of the distribution line, or a line segment identified as appropriate for study by a utility engineer.

  • Permitted Section 5(d) Communication means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule C attached hereto. All references in this Agreement to (i) the Registration Statement, any preliminary prospectus (including the Preliminary Prospectus), or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(n) of this Agreement. The Company hereby confirms its agreements with the Underwriters as follows:

  • Canadian Defined Benefit Plan means any Canadian Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Income Tax Act (Canada).

  • (1) DEFINITION.—In this subsection, the term eligible countermeasure’ means—

  • Documents Incorporated by Reference means all financial statements, management’s discussion and analysis, management information circulars, annual information forms, material change reports or other documents issued by the Corporation, whether before or after the date of this Agreement, that are required by NI 44-101 to be incorporated by reference into the Prospectus or any Prospectus Amendment;

  • Defined Contribution Plan means a retirement program that provides for an individual account for each participant and for benefits based solely upon the amount contributed to the participant's account, and any income, expenses, gains, and losses credited or charged to the account, and any forfeitures of accounts of other participants that may be allocated to the participant's account.

  • Restructuring Effective Date means the later of: (i) the date on which all of the Conditions Precedent (other than Clause 5.1(d) of the Restructuring Agreement) are fulfilled or waived; and (ii) the Scheme Effective Date.

  • Partnership Tax Audit Rules means Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.