Employment Companies Uses in Definitions Clause

Definitions from Master Investment Agreement

This MASTER INVESTMENT AGREEMENT (together with the Exhibits, Attachments and Schedules hereto, this Agreement) is made as of the 24 day of May 2013 by and among Compania Hotelera Gran Playa Real S. de R.L. de C.V., a Mexican sociedad de responsabilidad limitada de capital variable (the Operators Holding Contributing Shareholder or the Operators Minority Shareholder), BD Operadora de Servicios S.A. de C.V., a Mexican sociedad anonima de capital variable, (the Operators Holding Minority Shareholder, and together with the Operators Holding Contributing Shareholder and the Operators Holding Additional Shareholder (as defined below) the Operators Holding Shareholders);

Definitions. Certain terms used in this Agreement are listed in alphabetical order and defined or referred to below (such terms as well as any other terms defined elsewhere in this Agreement shall be equally applicable to both the singular and plural forms of the terms defined). AAA has the meaning set forth in Section 9.14. Accounts Receivable means that certain accounts receivable payable by the Target Companies to ITR as further described in Exhibit H. Accumulated Labor Liability means, to the extent not included in the calculation of the Net Working Capital of the applicable Target Company, the aggregate amount of accrued and unpaid salary or other compensation, prima vocacional, vacaciones, aguinaldo proporctional, and any accrued benefits pursuant to Applicable Law, the Collective Bargaining Agreements or the Benefit Plans, payable by the Target Companies or the applicable Employment Companies to the Employees with respect to the period beginning on the date each such individual began providing such services to the applicable Target Company, and ending on the Effective Time, but excluding any applicable prima de antiguedad, and to the extent included in the calculation of the Net Working Capital, the Contributions. Additional Benefits has the meaning set forth in Section 3.15(c). Additional Deposit Promissory Note has the meaning set forth in Section 6.1(a) Additional Interest Acquisition has the meaning set forth in Section 2.1(c)(ii). Additional Interest Acquisition Documents means the Purchase and Sale Agreement substantially in the form of Attachment XVII. Additional Interest Price means the amount of USD$52,684,618, subject to the provisions of Section 2.16. Adjusted Closing Statement has the meaning set forth in Section 2.11(e). Administrative Agent means Deutsche Bank Trust Company Americas in its capacity as administrative agent and collateral agent for a syndicate of banks, financial institutions and the other lenders under the Senior Secured Term Loan Facility. Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and the terms controlled or controlling have meanings correlative thereto. For the avoidance of doubt, the Target Companies shall be Affiliates of the Real Group Members until the Closing, and the Target Companies shall be Affiliates of Playa from and after the Closing. Agreement has the meaning set forth in the Preamble. Aircraft Purchase Agreement has the meaning set forth in Section 6.12. Anti-Corruption Laws means any applicable laws and regulations of Mexico implementing the OECD Convention on Combating Bribery of Foreign Officials or other anti-corruption or anti-bribery provisions in the Applicable Laws of Mexico. Antitrust Laws means all statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including, the Mexican Federal Competition Law (Ley Federal de Competencia Economica). Applicable Law means, with respect to any Person, any statute, treaty, law, common law, ordinance, rule, regulation, code, order, writ, stipulation, injunction, judicial decision, decree, ruling, determination, finding, constitutional provision or other legally binding requirement of any Governmental Authority applicable to such Person or any of its respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officers, directors, employees, consultants or agents activities on behalf of such Person). Applicable Rate means the Exchange rate published by the Bank of Mexico (Tipo de cambio publicado por el Banco de Mexico en el Diario Oficial de la Federacion para solventar obligaciones denominadas en moneda extranjera pagaderas en la Republica Mexicana) as in force for the date that is two (2) Busines Days prior to the Closing Date. Balance Sheet has the meaning set forth in Section 3.7(a). Bank Indebtedness means, as to any Person: (a) indebtedness created, issued or incurred by such Person for borrowed money (whether by loan or the issuance and sale of debt securities or otherwise); (b) obligations of such Person to pay the deferred purchase or acquisition price of property or services, other than trade accounts (other than for borrowed money) and accrued expenses arising and/or incurred in the ordinary course of business that constitute current liabilities in accordance with MFRS; (c) obligations of such Person in respect of letters of credit or similar instr