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. 11.2
Definitions In this Agreement. (a) "affiliate" means: (i) one body corporate is an affiliate of another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is under the control of the same person; and (ii) two bodies corporate that are an affiliate of the same body corporate at the same time are affiliates of each other. (b) "associate" has the meaning ascribed to that term in the Canada Business Corporations Act. (c) "change of control" means or shall be deemed to have occurred if and when: (i) the acquisition, by whatever means (including without limitation, amalgamation, consolidation, liquidation, arrangement or merger), by a person (or two or more persons who in such acquisition have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the securities acquired), directly or indirectly, of the beneficial ownership of such number of voting securities or rights to voting securities of the Corporation, which together with such person's then owned voting securities and rights to voting securities, if any, represent (assuming the full exercise of such rights to voting securities) more than 20% of the combined voting power of the Corporation's then outstanding voting securities, together with the voting securities acquired and such person's previously owned rights to voting securities; or (ii) individuals who were members of the Board of Directors of the Corporation immediately prior to a meeting of the shareholders of the Corporation involving a contest for or on an item of business relating to the election of directors shall not constitute a majority of the Board of Directors following such election. (d) "Compensation Committee" means the Committee of the Board of Directors of the Corporation from time to time appointed to fix
Definitions In this Agreement. Accounting Principles" means: (a) in respect of each Borrower and each Material Subsidiary, generally accepted accounting principles in the jurisdiction where the relevant company has its seat or is incorporated; and (b) in respect of the consolidated financial statements of the Group, U.S. GAAP. "Acquisition Drawdown" has the meaning given to that term in Clause 8.3 (Mandatory Prepayment – Disposals Proceeds). "Acquisition Repayment Amount" has the meaning given to that term in Clause 8.4 (Mandatory Prepayment – Acquisition Drawdown). "Additional Business Day" means any day specified as such in the applicable Reference Rate Terms. "Adjusted Consolidated EBITDA" has the meaning given to that term in Clause 28.1 (Financial definitions). "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, provided that, notwithstanding the foregoing, the term "Affiliate" shall include:
Examples of Definitions In this Agreement in a sentence
Definitions In this Agreement unless the contrary intention is apparent or the context otherwise requires: Access means any interaction or communication with the System by way of any communications mechanism using guided or unguided electro-magnetic energy that causes the System to react or respond, in any manner whatsoever, to such interaction or communication and Accessing has a corresponding meaning.
Schedule 1 Dictionary 1 Definitions In this Agreement: ACCC means the Australian Competition and Consumer Commission.
Getting Started Definitions In this Agreement, "We," "Us" and "Our" mean Comenity Bank and any successor or assigns.
Definitions In this Agreement, except where the contrary intention is expressed, terms have the same meaning as in the EPBC Act and otherwise the following definitions are used: Administrative Arrangements administrative arrangements made under clause 9.1 of this Agreement.
NOW, THEREFORE, THIS INDENTURE WITNESSETH AND IT IS HEREBY AGREED AND DECLARED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: Definitions In this Agreement, unless repugnant or contrary to the context hereof, the following terms, when capitalized, shall have the meanings assigned herein when used in this Agreement.
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Definitions In this Agreement. The term “Collateral” means all personal property, wherever located, in which the 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; (d) instruments (including promissory notes); (e) documents; (f) letter-of-credit rights; (g) general intangibles (including payment intangibles and software); (h) the commercial tort claims described in Schedule 1 (Commercial Tort Claims); (i) supporting obligations; (j) Intellectual Property (together with the right to xxx or otherwise recover for past, present and future infringement, misappropriation, dilution or other violation or
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 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 Xxxxx’x 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. 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. 1.2 Construction (a) In this Agreement the word(s): (i) "include", "includes", "including" and "in particular" shall be construed as illustrative only and not as limiting the generality of any preceding words;
Definitions In this Agreement. Amended Agreement" means the Original Facility Agreement, as amended by this Agreement. "Original Facility Agreement" means the EUR 407,000,000 multicurrency revolving facility agreement dated 27 September 2022 between the Company, certain Subsidiaries of the Company as borrowers, the Agent, the Arrangers, the Lenders and the Sustainability Coordinators named in it. "Party" means a party to this Agreement. 1.2 Incorporation of defined terms (a) Unless a contrary indication appears, terms defined in the Original Facility Agreement have the same meaning in this Agreement. (b) The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Agreement. 1.3
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; (d) instruments (including promissory notes); (e) documents; (f) letter-of-credit rights; (g) general intangibles (including payment intangibles and software); (h) the commercial tort claims described in Schedule 1 (Commercial Tort Claims);
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. "Event of Default" means any event of default as defined and set out in Section 8.01 of the Credit Agreement. "Independent Ancillary Rights" means, with respect to any Receivable, all of the Assignor's interest in any goods and work in progress (including returned or repossessed goods) relating to the sale creating such Receivable, and all security, deposits, guarantees, insurances (including credit insurance covering account debtor default risk (Delkredererisiko)), indemnities, letters of credit, bills of exchange, cheques, other negotiable instruments, warranties, retention of title and other agreements and arrangements not created or made by the relevant Assignor supporting or securing payment of such Receivable and all proceeds at any time arising out of the resale, redemption or other disposal (net of collection costs), or dealing with, or judgments relating to, any of the foregoing, any debts represented thereby and all rights of action against any person in connection therewith. "Insurances" means all existing or future German law governed contracts and policies of insurance (including, for the avoidance of doubt, all cover notes) of whatever nature (except for third party liability insurances (Haftpflichtversicherungen) and insurance policies entered into for the benefit of any Assignor's employees) which are from time to time taken out by or on behalf of the relevant Assignor or (to the extent of such interest) in which the relevant Assignor has an interest, including, but not limited to, those specified in Schedule 2 (List of Insurances). "Intra-Group Agreements" means any and all present and future German law governed agreements between any Assignor and another Affiliate under which the respective Affiliate is owing monies to the relevant Assignor, in particular (i) loan agreements (including intercompany loans resulting from any cash pool arrangements) and (ii) any current account arrangements (irrespective of whether genuine or non- genuine current account arrangements (echte oder unechte Kontokorrentverhältnisse) and including the claim to determine the current account balance (Anspruch auf Feststellung des gegenwärtigen Saldos) and the current account balance receivable (Kontokorrentsaldoanspruch)). "Intra-Group Receivables" means any and all present and futur...