Definitions In this Agreement definition
Definitions In this Agreement. “Acceptable Bank” means: (a) the Original Lenders and their Affiliates; or (b) a bank or financial institution which has a rating for its long-term unsecured and non credit- enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baal or higher by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or (c) any other bank or financial institution approved by the Agent (acting on the instructions of the Majority Lenders). “Accession Letter” means a document substantially in the form set out in Schedule 7 (Form of Accession Letter). “Accounting Principles” means generally accepted accounting principles in the jurisdiction of incorporation or organisation of the entity providing such accounts. “Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors). “Additional Business Day” means any day specified as such in the applicable Reference Rate Terms. “Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).
Definitions In this Agreement. Tax Credit" means a credit against, relief or remission for, or repayment of any Tax. "Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document. "Tax Payment" means either the increase in a payment made by the Borrower to the Lender under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity). Unless a contrary indication appears, in this Clause 11 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.
Definitions In this Agreement. CHARTER" means the Amended and Restated Charter of the Limited Liability Company "Geoilbent" dated 9th January, 2002 (as can be subsequently amended in accordance with Russian law). "COMPANY" means a Limited Liability Company "Geoilbent ", a company duly organised and existing under the laws of the Russian Federation. For the purposes of Article 55 of the Law on Pledge (as defined below), the Company is the debtor of the Pledgor, i.e., bears certain obligations vis a vis the Pledgor by virtue of the Pledgor's ownership of the Participation Interest (as defined below). <PAGE> 8 "CIVIL CODE" means Part 1 of the Civil Code of the Russian Federation which came into effect on 1st January, 1995, Part 2 of the Civil Code of the Russian Federation which came into effect on 1st March, 1996 and Part 3 of the Civil Code of the Russian Federation which came into effect on 1st March, 2002. "AMENDED AND RESTATED EBRD CREDIT AGREEMENT" means the agreement between EBRD and the Company dated 21st November, 1996, as amended and restated on 23rd September, 2002 by the Amended and Restated EBRD Credit Agreement under which the Pledgee agrees to make available to the Company a revolving credit facility for the purpose of financing the Project. "FINANCING COSTS" means the aggregate of all interest, fees (including the Pledgee's fees and the Pledgee's legal and consultation fees), principal, premia, charges, commissions, costs and expenses in each case accrued or payable by the Company under the Financing Agreements. "GENERAL DIRECTOR" has the meaning ascribed to that term in the Charter. "GENERAL MEETING OF PARTICIPANTS" has the meaning ascribed to that term in the Charter. "LAW ON PLEDGE" means the Law No. ▇▇▇▇-▇ "▇▇ ▇▇▇▇▇▇" dated 29th May, 1992 (as amended). "PARTICIPANTS" has the meaning ascribed to that term in the Charter, and "PARTICIPANT" means any one of them. "PLEDGED ASSETS" means the Shares and all rights, assets or property referred to in subclause 2(a) below. "SECURED LIABILITIES" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Company to the Pledgee under each Financing Agreement to which it is a party. "SECURITY PERIOD" means the period beginning on the date of this Agreement and ending on the date when the Pledgee is satisfied that all the Secured Liabilities have been unconditionally and irrevocably paid in full. <PAGE> 9 "SHARES" means 34% o...
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Definitions In this Agreement, the following words have the meanings given below: Animal/Pet: Includes bird, insect, reptile, spider, fish, livestock, cat, dog.
Definitions and interpretation Definitions In this Agreement: Agreement means this document including its Schedules and Attachment.
INTERPRETATION 1.1 Definitions In this Agreement, unless the context otherwise requires: "Account Bank" means DNB Bank ASA.
Definitions In this Agreement, unless the context otherwise requires: ABN means Australian Business Number as defined in the GST Act.
Signature of director Signature of director/secretary Name of director (print) Name of director/secretary (print) Date Date E nd option B Definitions In this Agreement, the following capitalised words have the following meaning.
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Definitions In this Agreement. “ABL Debt” has the meaning given to that term in the Intercreditor Agreement. The term “Collateral” means all personal property, wherever located, in which any Grantor now has or later acquires any right, title or interest, including all: (a) accounts and chattel paper; (b) goods (including equipment, inventory and fixtures); (c) health-care-insurance receivables;
Definitions In this Agreement. ACQUIRED ASSETS: means the businesses and assets (including shares in bodies corporate) acquired, directly or indirectly, from Vivendi and its Affiliates pursuant to the Vivendi Sale Agreement; ACQUISITION DATE: means 21 December 2001; AFFILIATE: means: (i) in relation to any person other than a Jointly-owned Entity, any other person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, that first person but excluding any Jointly-owned Entity; and (ii) in relation to a Jointly-owned Entity, any person which directly, or indirectly through one or more intermediaries, is controlled by that Jointly-owned Entity; and as used in this definition, control (including, with corresponding meanings, controlled by and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); AFTER-ACQUIRED ASSETS: means the Acquired Assets listed or described in paragraph 6 of each of Part A and B of Schedule 1 and paragraph 2 of each of Part A and B of Schedule 2; AGREED FORM: means, in relation to any document, that document in a form agreed by the parties; ASSURANCE: means any guarantee, indemnity or similar commitment; BRANDS: means those brands of beverage and beverage alcohol which are comprised in the Acquired Assets; BUSINESS DAY: means a day (other than a Saturday or Sunday) on which banks are open for business (other than solely for trading and settlement in euro) in London and Paris; 2 <PAGE> CLAIMS NOTICE: has the meaning given to it in Clause 6.1; CLOSING: means the closing of transactions contemplated in the Vivendi Sale Agreement, which took place on 21 December 2001; COMPLETION DATE: has the meaning given in Clause 3.5; CONDUCTING PARTY: means, in the case of certain Third Party Proceedings, the party which has conduct of such proceedings or, as the case may be, the relevant part thereof in accordance with Clauses 5.2.6.1, 6.2.1 or 6.6.1 (as the case may be); DEADLOCK NOTICE: has the meaning set out in Clause 28.1; DIAGEO ASSETS: means those assets described in Clause 3 as being owned by Diageo and/or its Affiliates; DIAGEO LIABILITIES: means, save as expressly provided otherwise in this Agreement and subject to Clauses 5.1.2 to 5.1.5, each liability, whenever incurred, which solely or principally rel...
Definitions In this Agreement. Accounts" means all bank accounts (including ,without limitation, giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which a Pledgor holds at present or may at any time hereafter open with any financial institution in the Federal Republic of Germany (including, without limitation, the Existing Accounts) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, excluding, in the case of each of foregoing, any Excluded Bank Account, and "Account" means any of them. "Banks" means the banks or financial institutions that the Accounts are held with. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, USA, or Frankfurt am Main, Germany are authorised or required by law to close. "Cash Dominion Event" has the meaning ascribed to such term set out in the Credit Agreement. "Excluded Bank Accounts" means all bank accounts, including sub-accounts to such bank accounts maintained by the relevant Pledgor in the Federal Republic of Germany and which are listed in Schedule 2 (Excluded Bank Accounts) hereto, as amended from time to time. "Event of Default" means any event of default as defined and set out in Section 8.01 of the Credit Agreement. "Existing Accounts" means the bank accounts listed in Schedule 1 (List of Existing Accounts) hereto, including any sub-account (Unterkonto) thereto, and "Existing Account" means any of them. "Future Pledgee" means any entity or Person which may become a pledgee hereunder by way of (i) transfer of the Pledges by operation of law following the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of any part of the Secured Obligations from any Original Pledgee or Future Pledgee to such future pledgee and/or (ii) accession to this Agreement pursuant to Clause 2.3 hereof as pledgee. "Parallel Obligations" means the independent obligations of any Loan Party arising pursuant to Section 10.30 of the Credit Agreement or under any other abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis) in favour of the Administrative Agent granted in relation to the Loan Documents. "Pledge" and "Pledges" have the meanings given to such terms in Clause 2.1.
Definitions In this Agreement. “Acceptable Beneficiary” means: (a) APA SPP; (b) the Northern Territory Government; (c) Lendlease; (d) Returned & Services League of Australia (South Australia Branch) Darwin Sub-Branch Inc ACN ▇▇▇ ▇▇▇ ▇▇▇; (e) Mackwell 33 Queen Pty Ltd ACN 666 616 342 as trustee for 33 Queen Street Trust ABN 13 496 122 308; or (f) any other entity designated as an ‘Acceptable Beneficiary’ by the Lender and the Company. “Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. “APA Agreements” means: (a) the APA Development Agreement; (b) the Gas Transportation Agreement; (c) the ‘Connection and New Facility Agreement’ to be entered into between APA SPP and SPCF; and (d) any other document designated as such by the Lender and the Company. “APA Development Agreement” means the ‘Development Agreement’ entered into between APA SPP and Tamboran B2 on or around the date of this Agreement. “APA SPP” means APA SPP Pty Ltd ACN 679 801 819. “Assets” means the gas properties located in the Northern Territory, Australia, which as at the date of this Agreement are located within the Shenandoah South region of EP 98 and EP 117, 19
Definitions In this Agreement. Amended Agreement" means the Original Agreement, as amended from time to time and by this Agreement. "Effective Date" means the 20th January 2001. "OriginalAgreement" means the facilities agreement dated 7 August 1998 (replacing a facilities agreement dated 1 November 1995) relating to a revolving loan facility of (pound)24,500,000 between amongst others, the Parent, HLSL, HLS, the Banks, and the Agent (each as defined therein) as amended from time to time. "Sale and Release Agreement" means the sale and release agreement dated 20 January 2001 between amongst others, National Westminster Bank Plc, The Royal Bank of Scotland plc, the Parent, HLSL, HLS, HLSF LLC and ▇▇▇▇▇▇▇▇ Group Inc. 1.2
Definitions In this Agreement. Acceptable Bank" means a bank or financial institution which has a rating for its long term unsecured and non credit-enhanced debt obligations of A- or higher by S&P or Fitch Rating Ltd or A3 or higher by Moody's or a comparable rating from an internationally recognised credit rating agency. "Additional Borrower" means any member of the Group which becomes a Borrower in accordance with Clause 25.6 (Additional Borrowers). "Additional Business Day" means any day specified as such in the applicable Reference Rate Terms. "Administrative Party" means the Agent, the US$ Swingline Agent or the Euro Swingline Agent. "Advance" means a Revolving Facility Advance, a Swingline Advance or a Term Out Advance. "Affiliate" means a Subsidiary or a holding company (as defined in Section 1159 of the Companies Act 2006) of a person and any other Subsidiary of that holding company. "Agent's Spot Rate of Exchange" means: (a) the Agent's spot rate of exchange; or (b) (if the Agent does not have an available spot rate of exchange), any other publicly available spot rate of exchange selected by the Agent (acting reasonably), for the purchase of the relevant currency with ▇▇▇▇▇▇▇▇ in the London foreign exchange market at or about 11.00 am on a particular day. "Agreed Percentage" means, in relation to a Bank and a Swingline Advance under a Swingline Facility, the amount of its Commitment under the related Revolving Facility expressed as a percentage of: (a) in respect of Swingline Facility A, the US$ Swingline Total Commitments; and 6
Definitions In this Agreement. Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York City, USA, or Frankfurt am Main are authorized or required by law to close. "Currents Assets" means currents assets (Umlaufvermögen), comprising any and all raw, auxiliary and process materials (Roh-, Hilfs- und Betriebsstoffe), unfinished products, unfinished services (unfertige Erzeugnisse, unfertige Leistungen) and finished goods and goods for resale (fertige Erzeugnisse und Waren) within the meaning of section 266 para. 2 lit. B no. I items 1., 2. and 3. of the German Commercial Code (Handelsgesetzbuch, "HGB"). "Event of Default" means any event of default as defined and set out in Section 8.01 of the Credit Agreement. "Parallel Obligations" means the independent obligations of any Loan Party arising pursuant to Section 10.30 of the Credit Agreement or under any other abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis) in favour of the Administrative Agent granted in relation to the Loan Documents. "Secured Obligations" has the meaning as ascribed to the term "Obligations" in the Credit Agreement, including, the Parallel Obligations. The Secured Obligations shall include any obligation based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt). "Secured Parties" means the "Secured Parties" as defined in the Credit Agreement. "Security" means any mortgage, charge, pledge, Lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect granted by any Foreign Loan Party under the Loan Documents with a view to securing the Secured Obligations or any other rights of any Secured Party.