Definitions from Contribution Agreement
THIS CONTRIBUTION AGREEMENT (this Agreement), dated as of November 29, 2016, among Allied Completions Holdings, LLC, a Delaware limited liability company (Partner), Baker Hughes Oilfield Operations, Inc., a California corporation (Baker Hughes), BJ Services, LLC, Delaware limited liability company (the Company), and, solely for the purposes of Sections 2.07, 2.12(b), 2.15, 2.17(a), 2.17(b), 4.18, 10.01 and 10.02 and Article 13, Allied Energy JV Contribution, LLC, a Delaware limited liability company (Investor JV).
Definitions. a) As used herein, the following terms have the following meanings: Action means any action, suit, investigation, claim or proceeding, in each case by or before any arbitrator or Governmental Authority. Affiliate means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms controlling and controlled have correlative meanings. For purposes of this Agreement, (i) neither Baker Hughes nor any of its Affiliates nor Partner nor any of its Affiliates shall be deemed to be an Affiliate of the other or of the Company, (ii) no Person (or any of its Affiliates) holding a direct or indirect minority investment in the Company shall be deemed to be an Affiliate of the Company or Partner or any of its Affiliates solely by virtue of such minority investment and (iii) no pooled investment vehicles, funds, managed accounts or other clients (nor any of the portfolio companies in which such entities directly or indirectly hold investments) shall be deemed to be an Affiliate of Partner solely because CSL Capital Management, LLC or any of its Affiliates or Goldman, Sachs & Co. or any of its Affiliates provides investment advice to such clients or otherwise serve such clients in a fiduciary capacity, except in the case of clause (iii), if such Person is engaged in the Partner Contributed Business or involved in the operation of the Partner Contributed Business. Ancillary Agreements means the Transition Services Agreement, the Intellectual Property License Agreement, the Pre-Closing LLC Agreement, the Post-Closing LLC Agreement, the Baker Hughes Employee Services Agreement, the Partner Employee Services Agreement, the Assignment and Assumption Agreement and the Canadian Assignment and Assumption Agreement. Applicable Law means, with respect to any Person, any transnational, domestic or foreign federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. Applicable Transfer Date means (a) with respect to a Baker Hughes Business Employee who receives a Baker Hughes Qualifying Offer, the date on which that Baker Hughes Business Employee becomes employed by the Company and ceases to provide any such employees services to the Company pursuant to the Baker Hughes Employee Services Agreement, and (b) with respect to a Partner Business Employee who receives a Partner Qualifying Offer, the date on which such employee becomes employed by the Company. Baker Hughes Balance Sheet means the balance sheet of the Baker Hughes Contributed Business as of the Baker Hughes Balance Sheet Date. Baker Hughes Balance Sheet Date means September 30, 2016. Baker Hughes Basket means $8,490,000. Baker Hughes Business Employee shall mean any individual employed by Baker Hughes or any of its Affiliates who devotes a majority of his or her working time to performing services on behalf of the Baker Hughes Contributed Business. Baker Hughes Canadian Transferred Assets means assets owned by BHCC that either are (i) of the type described by any of clauses (a) through (o) of Section 2.02, applied mutatis mutandis, or (ii) set forth on Section 1.01(a)(ii) of the Baker Hughes Disclosure Schedule under the heading Baker Hughes Canadian Transferred Assets and, in each case, which are (A) located in Canada and/or (B) used or held in, eligible capital property in respect of, or property described in an inventory of, a business carried on in Canada. Baker Hughes Canadian Transferred Liabilities means all debts, obligations and liabilities of BHCC (or any predecessor of BHCC or any prior owner of all or part of its businesses and assets) of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the Closing) to the extent relating to or arising out of (x) the Baker Hughes Canadian Transferred Assets or (y) the conduct of the Baker Hughes Contributed Business to the extent relating to the Baker Hughes Canadian Transferred Assets, including liabilities of the type described in any of clauses (a) through (f) of Section 2.04, but excluding any Excluded Baker Hughes Liabilities. Baker Hughes Cap means $70,750,000. Baker Hughes Contributed Environmental Liabilities means the Baker Hughes Specified Environmental Liabilities and any and all liabilities, obligations or commitments to the extent arising in connection with or in any
Definitions from Loan and Security Agreement
THIS LOAN AND SECURITY AGREEMENT dated as of June 29, 2017 (this "Agreement") is entered into among MATTERSIGHT CORPORATION, a Delaware corporation ("Borrower"), the other Loan Parties from time to time party hereto, and THE PRIVATEBANK AND TRUST COMPANY ("PrivateBank"), as lender ("Lender") and as Issuing Lender.
Definitions. When used herein (a) the following capitalized terms are used herein as defined in the UCC: Accounts, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Goods, Instruments, Inventory, Leases, Letter-of-Credit Rights, Money, Payment Intangibles, Software, Supporting Obligations, Tangible Chattel Paper and (b) the following capitalized terms shall have the following meanings: Account Debtor means any Person who is obligated to Borrower or any Subsidiary with respect to any Account. Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with and another Person (other than a Person that is already a Subsidiary). Adjusted EBITDA means, means with respect to any fiscal period being measured an amount equal to the sum of (a) consolidated net income of Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of Borrower's consolidated net income and without duplication: (i) depreciation and amortization for such period, plus (ii) income tax expense for such period, plus (iii) consolidated total interest expense paid or accrued during such period, plus (iv) non-cash management compensation expenses for such period, all as calculated by Borrower in its public filings and statements as of the Closing Date or as otherwise agreed in writing by the Lender. For the avoidance of doubt, expenses (including attorneys' fees and expenses, prepayment premiums and the like) incurred in connection with the closing of the transactions contemplated hereunder and the repayment of Debt outstanding under that certain Loan and Security Agreement, dated as of August 1, 2016, between Borrower and Hercules Capital, Inc., as lender, shall not be deducted for purposes of determining Adjusted EBITDA. Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such 26385498.9 Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be "controlled by" any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, provided, however, that Persons holding securities issued by the Borrower shall not be deemed "Affiliates" of the Borrower or any Loan Party. Unless expressly stated otherwise herein, Lender shall not be deemed an Affiliate of any Loan Party. Agreement is defined in the preamble of this Agreement. Annualized Recurring Subscription Revenue means, as of any date of determination, the total Monthly Recurring Subscription Revenue as of such date, multiplied by 12. Applicable Margin means for (i) LIBOR Loans shall be four and one-half percent (4.50%) per annum (the "LIBOR Margin"), (ii) Base Rate Loans shall be one and three-quarters percent (1.75%) per annum (the "Base Rate Margin"). Asset Disposition means the sale, lease, assignment or other transfer for value (each, a "Disposition") by any Loan Party to any Person (other than a Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage thereof) or any actual or threatened (in writing to any Loan Party) condemnation, confiscation, requisition, seizure or taking thereof, other than (a) the Disposition of any asset which is to be replaced, and is in fact replaced, within 30 days with another asset performing the same or a similar function, (b) the sale or lease of inventory in the ordinary course of business and (c) other Dispositions in any Fiscal Year the Net Proceeds of which do not in the aggregate exceed $100,000. Assignee is defined in Section 14.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, all reasonable disbursements of such counsel and all court costs and similar legal expenses. Bank Product Agreements means those certain cash management service agreements and other agreements entered into from time to time between any Loan Party and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obl
DEFINITIONS from Indenture
In consideration of the recitals and the purchases of the Securities (as defined herein) by the Holders (as defined herein) thereof, the Company and the Trustee (as defined herein) mutually covenant and agree for the benefit of each other and for the equal and proportionate benefit of the respective Holders from time to time of the Securities as follows:
DEFINITIONS. The following terms (except as herein otherwise expressly provided or unless the context otherwise clearly requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Article 1. Certain terms used principally in certain Articles or Sections hereof are defined in those Articles or Sections, as the case may be. All terms used but not defined in this Indenture that are defined in the Trust Indenture Act (as defined herein) or the definitions of which in the Securities Act (as defined herein) are referred to in the Trust Indenture Act, including terms defined therein by reference to the Securities Act (except as herein otherwise expressly provided or unless the context otherwise clearly requires), shall have the meanings assigned to such terms in the Trust Indenture Act and in the Securities Act. Unless the context otherwise clearly requires: (a) all accounting terms used herein and not expressly defined shall have the meanings assigned to such terms in accordance with generally accepted accounting principles, and the term generally accepted accounting principles means such accounting principles as are generally accepted in the United States of America (as defined herein) at the time of any computation; (b) the words herein, hereof and hereunder and other words of similar import refer to this Indenture as a whole, as supplemented and amended from time to time, and not to any particular Article, Section or other subdivision; (c) all references to Articles, Sections or other subdivisions are to Articles, Sections or other subdivisions of this Indenture; (d) words in the singular include the plural and vice versa; (e) the pronoun his refers to the masculine, feminine and neuter; (f) the word including or any variation thereof shall be deemed to be followed by but not limited to and (g) the word principal, whenever used with reference to the Securities or any Security or any portion thereof, shall be deemed to be followed by and premium, if any. Additional Amounts has the meaning specified in Section 3.05. Agent means any Registrar, Paying Agent, or Depositary Custodian. Applicable Procedures means, with respect to any matter at any time relating to a Global Security, the rules, policies and procedures of the depositary applicable to such matter. Business Day means any calendar day that is not a Saturday, Sunday or legal holiday in New York, New York, and on which the Trustee and commercial banks are open for business. Capital Stock means any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock, and all options, warrants or other rights to purchase or acquire any of the foregoing. Commission means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. Common Stock includes any stock of any class of the Company that has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company and which is not subject to redemption by the Company. Company means Midland States Bancorp, Inc., an Illinois corporation, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter Company will mean such successor Person. Company Board of Directors means either the Board of Directors of the Company or any committee of such Board of Directors duly authorized to act hereunder, as the case may be. Company Board Resolution means a copy of one or more resolutions certified by the secretary or any assistant secretary of the Company to have been duly adopted by the Company Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. Where any provision of this Indenture refers to action to be taken pursuant to a Company Board Resolution (including the establishment of any Series of the Securities and the forms and terms thereof), such action may be taken by any officer of the Company authorized to take such action by the Company Board of Directors as evidenced by a Company Board Resolution. Company Order means a written order, direction, instruction or request of the Company signed by both (a) the chief executive officer, the president or any vice president of the Company and (b) the chief financial officer, treasurer or any assistant treasurer or the secretary or any assistant secretary of the Company. Corporate Trust Office means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be adminis
Definitions from Revolving Credit Agreement
THIS REVOLVING CREDIT AGREEMENT, dated as of October 13, 2016 (this Agreement), is entered into by and between BYLINE BANCORP, INC., an Illinois corporation, as Borrower (Borrower) and THE PRIVATEBANK AND TRUST COMPANY, as Lender (PrivateBank or Lender).
Definitions. The following terms shall have the following meanings: Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary). Affiliate of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, (b) any officer or director of such Person and (c) with respect to Lender, any entity administered or managed by Lender or an Affiliate or investment advisor thereof and which is engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be controlled by any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Agreement is defined in the recitals to this Agreement. Anti-Terrorism Laws are defined in Section 7.23(a). Anti-Terrorism Order is defined in Section 7.23(a) Assignee is defined in Section 13.13.1. Attorney Costs means, with respect to any Person, all reasonable fees and charges of any counsel to such Person, the reasonable allocable cost of internal legal services of such Person, all reasonable disbursements of such internal counsel and all court costs and similar legal expenses. Average Total Assets shall have the definition provided in, and shall be determined in accordance with, the rules, regulations, guidance and instructions of the FRB, FDIC or other primary federal regulator. Bank Merger is defined in the recitals to this Agreement. Bank Product Agreements means those certain cash management service agreements entered into from time to time between Borrower or any Depository Institution Subsidiary and Lender or its Affiliates in connection with any of the Bank Products. Bank Product Obligations means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by Borrower or any Depository Institution Subsidiary to Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that Borrower or any Depository Institution Subsidiary is obligated to reimburse to Lender as a result of Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to Borrower or any Depository Institution Subsidiary pursuant to the Bank Product Agreements. Bank Products means any service or facility extended to Borrower or any Depository Institution Subsidiary by Lender or its Affiliates, including, without limitation, (a) deposit accounts, (b) cash management services, including, without limitation, controlled disbursement, lockbox, electronic funds transfers (including, without limitation, book transfers, fedwire transfers, ACH transfers), online reporting and other services relating to accounts maintained with Lender or its Affiliates, (c) debit cards and (d) Hedging Agreements. Borrower is defined in the preamble of this Agreement. BSA is defined in Section 8.4. Business Day means any day on which PrivateBank is open for commercial banking business in Chicago, Illinois. Byline Bank is defined in the recitals to this Agreement. Call Report means the quarterly report of income and condition filed by any Depository Institution Subsidiary with its primary federal regulator. Capital Lease means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person. Capital Securities means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Persons capital, whether now outstanding or issued or acquired after the Closing Date, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest. Closing Date is defined in Section 11.1. Code means the Internal Revenue Code of 1986, as am
DEFINITIONS from First Supplemental Indenture
FIRST SUPPLEMENTAL INDENTURE, dated as of May 25, 2017 (this First Supplemental Indenture), to the Base Indenture (defined below) between First Busey Corporation, a Nevada corporation (the Company), and U.S. Bank National Association, a national banking association, as Trustee (the Trustee).
DEFINITIONS. Terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture. References in this First Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this First Supplemental Indenture unless otherwise specified. For purposes of this First Supplemental Indenture, the following terms have the meanings ascribed to them as follows: Base Indenture has the meaning provided in the recitals. Busey Bank means Busey Bank, an Illinois state-chartered bank which is a Wholly Owned Subsidiary of the Company. Company has the meaning provided in the preamble. Depository has the meaning provided in Section 2.03(b). First Supplemental Indenture has the meaning provided in the preamble. GAAP means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. Indenture has the meaning provided in the recitals. Interest Payment Date has the meaning provided in Section 2.04(b). Maturity Date has the meaning provided in Section 2.02. Notes has the meaning provided in the recitals. Paying Agent has the meaning provided in Section 2.03(d). Subordinated Notes means the Companys Fixed-to-Floating Rate Subordinated Notes due May 25, 2027. Trustee has the meaning provided in the preamble until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.
Definitions from Indenture
INDENTURE, dated as of April 11, 2017, by and among ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL1, LTD., an exempted company incorporated in the Cayman Islands with limited liability (the Issuer), ARBOR REALTY COMMERCIAL REAL ESTATE NOTES 2017-FL1, LLC, a limited liability company formed under the laws of Delaware (the Co-Issuer), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the Trustee), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and ARBOR REALTY SR, INC. (including any successor by merger, the Arbor Parent), a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the Advancing Agent).
Definitions. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture, and the definitions of such terms are equally applicable both to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms. The word including and its variations shall mean including without limitation. Whenever any reference is made to an amount the determination of which is governed by Section 1.2 hereof, the provisions of Section 1.2 shall be applicable to such determination or calculation, whether or not reference is specifically made to Section 1.2, unless some other method of calculation or determination is expressly specified in the particular provision. All references in this Indenture to designated Articles, Sections, Subsections and other subdivisions are to the designated Articles, Sections, Subsections and other subdivisions of this Indenture as originally executed. The words herein, hereof, hereunder and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Subsection or other subdivision. Any capitalized term used herein without definition shall have the meaning ascribed to such term in the Servicing Agreement. 17g-5 Information: The meaning specified in Section 14.3(h) hereof. 17g-5 Website: A password-protected internet website which shall initially be located at www.structuredfn.com. Any change of the 17g-5 Website shall only occur after notice has been delivered by the Issuer to the Information Agent, the Trustee, the Collateral Administrator, the Loan Obligation Manager, the Placement Agent, and the Rating Agencies, which notice shall set forth the date of change and new location of the 17g-5 Website. 1940 Act: Investment Company Act of 1940, as amended. A Note: A promissory note secured by a mortgage on commercial real estate property that is not subordinate in right of payment to any separate promissory note secured by a direct or beneficial interest in the same property. Accepted Loan Servicer: Any commercial mortgage loan master or primary servicer that (1) is engaged in the business of servicing commercial mortgage loans (with a minimum servicing portfolio of U.S.$100,000,000) that are comparable to the Loan Obligations owned or to be owned by the Issuer, (2) as to which Moodys has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination and (3) is currently acting as a servicer in a commercial mortgage backed securities transaction rated by DBRS and DBRS has not cited servicing concerns of such servicer as the sole or material factor in any downgrade or withdrawal of the ratings within the prior 12 month period (or placement on watch status in contemplation of a ratings downgrade or withdrawal) of securities in any commercial mortgage backed securities transaction serviced by such servicer prior to the time of determination. Account: Any of the Interest Collection Account, the Principal Collection Account, the Unused Proceeds Account, the RDD Funding Account, the Payment Account, the Expense Account, the Custodial Account and the Preferred Share Distribution Account and any subaccount thereof that the Trustee deems necessary or appropriate. Accountants Report: A report of a firm of Independent certified public accountants of recognized national reputation appointed by the Issuer pursuant to Section 10.13(a), which may be the firm of independent accountants that reviews or performs procedures with respect to the financial reports prepared by the Issuer or the Loan Obligation Manager. Act or Act of Securityholders: The meaning specified in Section 14.2 hereof. Additional Loan Obligations: Loan Obligations that are acquired by the Issuer during the Post-Closing Acquisition Period. Advancing Agent: Arbor Realty SR, Inc., unless a successor Person shall have become the Advancing Agent pursuant to the applicable provisions of this Indenture, and thereafter Advancing Agent shall mean such successor Person. Advancing Agent Fee: The fee payable monthly in arrears on each Payment Date to the Advancing Agent in accordance with the Priority of Payments, equal to 0.07% per annum on the Aggregate Outstanding Amount of the Notes on such Payment Date prior to giving effect to payments on such Payment Date; which fee may be waived by the Advancing Agent, in its discretion in connection with any Payment Date unless such fee is payable to the Back-up Advancing Agent pursuant to the Priority of Payments. Advisers Act: The Investment Advisers Act of 1940, as amended. Advisory Committee: The meaning specified in the Loan Obligation Management Agree
Definitions from Advisory Agreement
THIS ADVISORY AGREEMENT (this Agreement), dated as of October 25, 2016 (the Effective Date), is entered into by and between InPoint Commercial Real Estate Income, Inc., a Maryland corporation (the Company), InPoint REIT Operating Partnership, LP, a Delaware limited partnership of which the Company is the sole general partner (the Operating Partnership), and Inland InPoint Advisor, LLC, a Delaware limited liability company (the Advisor). All references to the Company in this Agreement shall include the Companys wholly-owned subsidiaries and, where applicable, the Operating Partnership.
Definitions. As used herein, the following capitalized terms shall have the meanings set forth below: Acquisition Expenses means any and all expenses incurred by the Company, the Advisor, any Person engaged by the Advisor, including the Sub-Advisor, or any of the respective Affiliates of any of the foregoing in connection with selecting, evaluating or acquiring any investments, regardless of whether the investment is acquired, including but not limited to legal fees and expenses, travel and communication, appraisals and surveys, nonrefundable option payments, accounting fees and expenses, computer related expenses, architectural and engineering reports, environmental and asbestos audits and surveys, title insurance and escrow fees, and miscellaneous expenses. Advisor Nominee means any individual designated pursuant to Section 3(e) as a nominee to the Board of Directors by the Advisor or the Sub-Advisor, including without limitation, the Independent Director nominees. Advisory Fee means the fee payable to the Advisor, the Sub-Advisor or their respective designees under Section 8(a) hereof. Affiliate or Affiliates means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, fifty percent (50.0%) or more of the outstanding voting securities of such other Person; (ii) any Person fifty percent (50.0%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee, general partner or manager of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee, general partner or manager. Annual Total Return means, as further described in Section 8(c), the investment return provided to Stockholders, which shall be calculated independently for each class of Shares, and shall be equal to, for all such Shares outstanding during the calendar year (or such other applicable period), the sum of (i) Distributions declared and accrued per Share over the calendar year (or such other applicable period) plus (ii) change in NAV per Share over the calendar year (or such other applicable period). Annual Total Return Percentage means, as further described in Section 8(c), the Annual Total Return divided by the NAV per Share of the applicable class of Shares at the beginning of the applicable time period. Average Invested Assets means, for any specified period, the average of the aggregate book value of the assets of the Company, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in Real Property and all Real Estate-Related Assets or other securities and consolidated and unconsolidated Joint Ventures or other partnerships, before non-cash charges such as depreciation, amortization, impairments, bad debt reserves or other non-cash reserves, computed by taking the average of these values at the end of each month during the specified period. Board of Directors means the persons holding the office of director of the Company as of any particular time under the Charter. Business Day means any day other than Saturday, Sunday or any other day on which national banks are required or are authorized to be closed in Chicago, Illinois or New York, New York. Bylaws means the bylaws of the Company, as amended or restated from time to time. CDO means collateralized debt obligation. Change of Control means a change of control of the Company of a nature that would be required to be reported in response to the disclosure requirements of Schedule 14A of Regulation 14A promulgated under the Exchange Act, as enacted and in force on the date hereof, whether or not the Company is then subject to such reporting requirements; provided, however, that, without limitation, a Change of Control shall be deemed to have occurred if: (i) any person (within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof) is or becomes the beneficial owner (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of the Company representing 9.8% or more of the combined voting power of the Companys securities then outstanding; (ii) there occurs a merger, consolidation or other reorganization of the Company that is not approved by the Board of Directors; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all the assets of the Company to another Person, which disposition is not approved by the Board of Directors; or (iv) there occurs a contested proxy solicitation of the Stockholders that results in the contesting party electing candidates to a majority of the Board of Directors positions next up for election. Charter means the articles of incorporation of the C
DEFINITIONS from Agreement
This Commercial Packaging Agreement (Agreement) is made as of this 12th day of December, 2016 (Effective Date), by and among Neurocrine Biosciences Inc., a corporation organized under the laws of Delaware, with offices at 12780 El Camino Real, San Diego, California, 92130, USA (Client) and AndersonBrecon Inc., an Illinois corporation, doing business as PCI of Illinois , with a place of business at 4545 Assembly Drive, Rockford, IL 61109 ( PCI).
DEFINITIONS. The following terms have the following meanings in this Agreement: 1.1 Affiliate(s) means, with respect to PCI, Client or any third party, any corporation, firm, partnership or other entity that controls, is controlled by or is under common control with such entity. For the purposes of this definition, control shall mean the ownership of at least 50% of the voting share capital of an entity or any other comparable equity or ownership interest. 1.2 Applicable Laws means (i) all laws, ordinances, rules and regulations, as amended from time to time, of the United States applicable to the Packaging or any aspect thereof and the obligations of PCI or Client, as the context requires, under this Agreement, including cGMP, and (ii) to the extent mutually agreed upon the parties in writing, any applicable laws, rules and regulations of one or more foreign jurisdictions relating directly to PCIs obligations under this Agreement. 1.3 Authorization to Package means a document, signed by a Client representative or designee and provided to PCI prior to the commencement of Packaging of such product, indicating the Bulk Product has been authorized to be Packaged. 1.4 Authorization to Transfer means a document, signed by a Client representative or designee and provided to PCI, authorizing PCI to transfer the Packaged Product from the Facility. 1.5 Batch means a defined quantity of Bulk Product that has been or is being Packaged in accordance with the Specifications. 1.6 Bulk Product means bulk and work in process product of Client to be Packaged that is specified in Attachment A. 1.7 Business Day means any day other than a Saturday, Sunday or a national holiday in the United States. 1.8 Certificate of Analysis means a certificate indicating the Bulk Products conformance to the applicable Specifications, signed by a Client representative or designee and provided to PCI prior to the commencement of Packaging of such Bulk Product. 1.9 Certificate of Conformance means, with respect to a Client-supplied Material other than Bulk Product, a certificate indicating such Client-supplied Materials conformance with all required testing and other applicable Specifications, signed by a representative of the supplier of such material and provided to PCI prior to the commencement of Packaging using such material. 1.10 Certificate of Release means a certificate indicating that the Packaging conforms with the Specifications, signed by a PCI representative and provided to Client following the completion of Packaging in accordance with the Quality Agreement. 1.11 cGMP means all applicable laws, regulations and standards of the United States of America relating to the Packaging including but not limited to, the FDA current Good Manufacturing Practices, as set forth in the Title 21 of the United States Code of Federal Regulations as such regulations and guidelines may be revised from time to time and equivalent non-U.S. regulations solely to the extent such non-U.S. jurisdictions are otherwise included in the definition of Applicable Laws. 1.12 Client has the meaning set forth in the introductory paragraph, or any successor or permitted assign. 1.13 Client Indemnitees has the meaning set forth in Section 13.1. 1.14 Client Intellectual Property means all Intellectual Property and embodiments thereof owned by or licensed to Client as of the date hereof or after by Client. 1.15 Client Material Loss has the meaning set forth in Section 3.1(h). 1.16 Client-supplied Materials means any materials to be supplied by or on behalf of Client to PCI for Packaging, as provided in Attachment A, including Bulk Product, artwork and labeling. 1.17 Confidential Information has the meaning set forth in Section 10.2. 1.18 Contract Year means each consecutive twelve (12) month period beginning on the Effective Date or anniversary thereof, as applicable. 1.19 Defective Packaging has the meaning set forth in Section 5.1. 1.20 Delivery Date has the meaning set forth in Section 4.2(b). 1.21 Effective Date has the meaning set forth in the introductory paragraph. 1.22 Exception Notice has the meaning set forth in Section 5.1. 1.23 Excess Loss has the meaning set forth in Section 3.1(i). 1.24 Facility means PCIs facility located in Rockford, Illinois, or such other facility as agreed by the parties. 1.25 FDA means the United States Food and Drug Administration or any successor Regulatory Authority having substantially the same function. 1.26 FD&C Act means the U.S. Federal Food, Drug and Cosmetic Act, as amended or supplemented from time to time. 1.27 Firm Commitment has the meaning set forth in Section 4.1. 1.28 Intellectual Property means all intellectual property (whether or not patented), including without limitation, brands, patents, patent applications, formulae, know-how, trade secrets, copyrights, trademarks, trademark applications, trade names, trade dress, trade secrets, industrial designs, designs, concepts, technical information, manuals, standard operating proc
Definitions from Promissory Note
FOR VALUE RECEIVED, the undersigned, AGRITECH WORLDWIDE, INC., a Nevada corporation ("Borrower") hereby unconditionally and irrevocably promises to pay to the order Jonathan Kahn and Mo Garfinkle (collectively, "Holder"), at the offices of Holder located in Chicago, Illinois, or at such other place as Holder may designate from time to time in writing, in lawful money of the United States of America and in immediately available funds, the amount of THIRTY-FIVE THOUSAND DOLLARS AND 00/100 CENTS ($35,000.00) (collectively, the "Loans"), plus interest thereon at the rate and in accordance with the terms set forth below.
Definitions. As used in this Promissory Note (this "Note"), the following terms shall have the following meanings: Bankruptcy Code: Title 11 of the United States Code. Business Day: any day other than a Saturday, Sunday or other day on which banks in Chicago, Illinois are required to close. Event of Default: any failure to pay any of the Obligations when due. Governmental Body: any foreign, federal, state, municipal or other government, or any department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator. Maximum Rate: the highest rate of interest and other charges which may be charged by Holder or which Borrower legally may contract to pay under applicable law. Obligations: any and all indebtedness, liabilities and obligations due or to become due, now existing or hereafter arising of Borrower to Holder under or in connection with this Note. Person: any individual, firm, corporation, limited liability company, business enterprise, trust, association, joint venture, partnership or other entity, whether acting in an individual, fiduciary or other capacity. Principal Balance: the unpaid principal balance of this Note outstanding from time to time.
Definitions from Purchase Agreement
PURCHASE AGREEMENT, dated as of February 9, 2017 (this Agreement), by and between Aon plc, a public limited company organized under the laws of England and Wales (Seller Parent), and Tempo Acquisition, LLC, a Delaware limited liability company (Buyer). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I below.
Definitions. In this Agreement, the following terms have the meanings specified or referred to in this Section 1.1. 144A Exceptions has the meaning specified in Section 7.7(d). Accounting Firm has the meaning specified in Section 4.5(b). Accounting Firm Notice has the meaning specified in Section 4.5(b). Acquired Business has the meaning specified in Section 8.7(d). Acquisition Proposal means, other than the transactions contemplated by this Agreement or a Change of Control of Seller Parent, any third Person offer, proposal or inquiry relating to, or any third person indication of interest in, any acquisition or purchase, direct or indirect, whether by way of stock purchase, merger, consolidation, share exchange or business combination (solely pursuant to clause (i) of the definition of Change of Control). Adjacent Business means the businesses identified in Annex B and any of (i) the health and welfare benefits business, (ii) retirement and investment business and (iii) talent, rewards and performance business, in the case of each of (i), (ii) and (iii), to the extent such business is part of the HR Solutions reporting segment in Seller Parents most recent periodic report filed by Seller Parent with the SEC. Administration Related Businesses means, the following businesses, in each case, to the extent related to the businesses contemplated in clause (i) of the definition of Business: (i) participant advisory services in connection with defined contribution administration services; (ii) providing and administering self-directed accounts in connection with defined contribution administration services; and (iii) participant advocacy relating to health and welfare. Advisory Client means any Person that is an investment advisory, investment management or financial planning client of the IA Subsidiary pursuant to an Advisory Contract. Advisory Contract means any written agreement to which the IA Subsidiary is a party and pursuant to which investment advisory or financial planning services are being provided by the IA Subsidiary (on a discretionary or non-discretionary basis) to a Advisory Client including, for the avoidance of doubt, any written agreement the performance of which would cause the IA Subsidiary to become a fiduciary for purposes of Section 3(21) of ERISA or Section 4975(e)(3) of the Code. Affiliate means, with respect to any Person, any other Person which directly or indirectly Controls, is Controlled by or is under Common Control with such Person (but only for so long as such Control exists); provided, however, that no shareholder or non-employee director shall be deemed to be an Affiliate of Seller Parent or any of its Affiliates for purposes of this Agreement. Agreed Accounting Principles means GAAP consistently applied using the Businesss accounting methods, policies, practices and procedures used in the preparation of the Financial Statements (including the accounting methods, policies, practices and procedures set forth on Exhibit E), in each case, to the extent in accordance with GAAP consistently applied. Agreement has the meaning specified in the first paragraph of this Agreement. Allocation Schedule has the meaning specified in Section 3.2(a). Ancillary IP Rights means all of the following with respect to any Intellectual Property: (i) the right to receive income, royalties, and payments due or payable for the exploitation of any such Intellectual Property; (ii) the right to sue for past, present, and future infringement, misappropriation, dilution, or other violation of any such Intellectual Property and to receive any damages or payments as a result thereof; (iii) the right to seek and secure, now or hereafter, any available corresponding rights throughout the world with respect to any such Intellectual Property; and (iv) copies and tangible embodiments of any such Intellectual Property. Anti-Corruption Laws has the meaning specified in Section 5.14(d). Anti-Money Laundering Laws means, collectively, the USA Patriot Act of 2001 (Pub. L. No. 107-56), (ii) the U.S. Money Laundering Control Act of 1986, as amended, and (iii) any other Requirements of Law of any relevant jurisdiction having the force of law and relating to anti-money laundering. Aon India Affiliates has the meaning specified in Schedule 7.6. Applicable Records has the meaning specified in Schedule 4.7(h). Asset Sellers has the meaning specified in the first recital hereto. Assumed Liabilities has the meaning specified in Section 2.3(a). Automatic Transfer Employee means any person who (i) is employed by Seller Parent or any of its Affiliates (excluding the Business Subsidiaries) as of the date of this Agreement or hired after the date of this Agreement in accordance with this Agreement, and (ii) provides services primarily to or on behalf of the Business in Denmark, Finland, Ireland, Poland and the United Kingdom. Base Purchase Price has the meaning specified in Section 3.1. BD Equity Interests has the meaning specified in Section 4.6(