DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 indebtedness (excluding prepaid interest thereon) described in clauses (a) through (d) and (f) through (h) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all Attributable Debt; (g) all obligations of such Person to purchase, redeem, retire or otherwise acquire for value any Disqualified Equity Interests (but solely to the extent required to occur on or prior to the Latest Maturity Date (other than as a result of a change of control, asset sale or similar event)); and (h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing. For all purposes hereof, the Debt of any Person (i) shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or joint venturer, except to the extent such Person’s liability for such Debt is otherwise expressly contractually limited and only to the extent such Debt would be included in the calculation of Consolidated Total Debt and (ii) shall exclude (A) trade accounts payable in the ordinary course of business, (B) any earn-out obligation until such earn-out obligation has become due and payable, (C) any current and undeferred pension contributions or health and welfare contributions due from such Person and/or its applicable Subsidiaries to any Pension Fund Entity, (D) liabilities accrued in the ordinary course, (E) deferred revenues, liabilities associated with customer prepayments and deposits and any such obligations incurred under ERISA, and other accrued obligations (including transfer pricing), in each case incurred in the ordinary course of business, (F) operating leases, (G) customary obligations under employment agreements and deferred compensation, and (H) deferred tax liabilities. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. The amount of Debt of any Person for purposes of clause (e) that is limited in recourse to the property encumbered thereby shal...
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 137258524_3 DOCPROPERTY DOCXDOCID DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 137258524_3
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 11055505v9 of Credit issued by such Issuing Bank in the aggregate shall not exceed such Issuing Bank’s, LC Issuance Sublimit following the issuance of such Letter of Credit without the consent of such Issuing Bank in its sole discretion. LC Documents - all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Administrative Borrower, Loan Parties or any other Person to any Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit. LC Issuance Sublimit - for any Issuing Bank, its obligation to issue Letters of Credit up to the maximum aggregate stated amount on Schedule 1.1(b), or as specified hereafter in the most recent Assignment and Acceptance to which it is a party. The LC Issuance Sublimit of any Issuing Bank may be increased from time to time with the consent of such Issuing Bank and the approval of Agent. LC Obligations - the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the aggregate undrawn amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing by Borrowers with respect to Letters of Credit. LC Request - a request for issuance of a Letter of Credit, to be provided by Administrative Xxxxxxxx, on behalf of a Borrower, to Issuing Bank, in customary form which shall be in form and substance reasonably satisfactory to Agent and Issuing Bank. Leasehold Property - any leasehold interest of any Loan Party as lessee under any lease of Real Property. Xxxxxx Xxxxxxxxxxx - Lenders and their officers, directors, employees, Controlled Affiliates, agents and attorneys. Lenders - as defined in the preamble to this Agreement, including Agent and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance or otherwise. Letter of Credit - any standby or documentary letter of credit, including all Existing Letters of Credit, issued by any Issuing Bank for the account of any Loan Party. Letter of Credit Subline - at any time of determination, the lesser of (x) $450,000,000 and (y) the aggregate Commitments at such time. License - any Patent License, Trademark License, Copyright License, Commercial Software License or other license or sublicense agreement granting rights under Intellectual Property to which any Loan Party is a party, including those listed on Schedule 1.1(f...
DOCPROPERTY DOCXDOCID. DMS=iManageWork10 Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 13569135v4 sf-5887337
DOCPROPERTY DOCXDOCID. DMS=IManage Format=<<NUM>>v<<VER>> 24958738v3
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>v.<<VER>> PRESERVELOCATION \* MERGEFORMAT 306626531v.2 order to exercise its extension option, Tenant shall be required to give written notice to Landlord of its intention to extend at least one hundred twenty (120) days prior to the expiration of the New Term. Tenant’s failure to deliver timely written notice as required above shall cause the extension option to lapse and be of no further force and effect. The parties acknowledge and agree that this option to extend shall supersede the option to renew the Lease term provided in Section 2(a) of the Lease.
DOCPROPERTY DOCXDOCID. DMS=iManageWork10 Format=<<NUM>>v<<VER>> PRESERVELOCATION \* MERGEFORMAT 13569129v4 Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 136712824_7 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Interpretive Provisions 30 1.03 Accounting Terms 30 1.04 [Reserved] 31
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 120160767_7 TABLE OF CONTENTS Page Section 1 DEFINED TERMS 2 1.1 Definitions 2 Section 2 PERFORMANCE OBLIGATIONS 3 2.1 Contribution Agreements 3 2.2 Management Agreement 3 2.3 Holdco's Liability 3 2.4 Commingling of Assets. 3 Section 3 REPRESENTATIONS AND WARRANTIES 4 3.1 Organization and Good Standing 4 3.2 Due Qualification 4 3.3 Due Authorization; Conflicts 4 3.4 Enforceability 4 Section 4 LIMITATION ON INDEBTEDNESS 5 4.1 Limitation on Indebtedness 5 Section 5 MISCELLANEOUS 5 5.1 Nonpetition Covenant 5 5.2 Amendments; Waivers 6 5.3 Notices, Etc. 6 5.4 Entire Agreement 6 5.5 Governing Law 7 5.6 Successors 7 5.7 Third-Party Beneficiary 7 5.8 Severability 7 5.9 Counterpart Originals 7 5.10 Table of Contents, Headings, etc 8 5.11 Waiver of Jury Trial 8 5.12 Submission to Jurisdiction; Waivers 8 5.13 Termination 9 PARENT COMPANY SUPPORT AGREEMENT PARENT COMPANY SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 6, 2022, made by EUROPEAN WAX CENTER, INC., a Delaware corporation (“Holdco”), in favor of CITIBANK, N.A., a national banking association (“Citibank”), as trustee under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties.
DOCPROPERTY DOCXDOCID. DMS=InterwovenIManage Format=<<NUM>>_<<VER>> PRESERVELOCATION \* MERGEFORMAT 137289020_3 Catalent shall cooperate with Sarepta and/or its Affiliates by providing information and consultation reasonably necessary for Sarepta and/or its Affiliates to determine whether any such gap exists and to identify efficient approaches to resolving any such gaps. With respect to the Lead DMD Product, prior to submitting to a Regulatory Authority for the first time Regulatory Materials that identify Catalent as the site of manufacture of the Lead DMD Product, Sarepta will obtain the prior written consent of Catalent to such identification. In addition, prior to submitting to a Regulatory Authority any changes to the manufacturing portion of any Regulatory Materials that relate to Catalent, Sarepta will obtain the prior written consent of Catalent to such change. In each case, such consent shall not be unreasonably withheld and shall be memorialized in a writing signed by authorized representatives of both Parties or in the minutes of a meeting of the JSC.
