Xefinitions. For purposes of this Agreement:
Xefinitions a. "AVENIR and HealthPacs" Data are HD proprietary products that include demographic data, population based models of the incidence of diseases by category, estimates of the demand for services (inpatient, outpatient, physician services, etc.). These models present estimates of the current demand and forecasts of the changes in demand that can be anticipated over the next five (5) years, as described in Health-demographics most recent documentation.
Xefinitions. (a) For purxxxxx xx xxxx Agreement:
Xefinitions. Accounts shall mean all of the Companies' now existing and future: (a) accounts (as defined in the UCC), and any and all other receivables (whether or not specifically listed on schedules furnished to CIT), including, without limitation, all accounts created by, or arising from, all of the Companies' sales, leases, rentals of goods or renditions of services to their respective customers, including, but not limited to, those accounts arising under any of the Companies' trade names or styles, or through any of the Companies' divisions; (b) any and all instruments, documents, chattel paper (including electronic chattel paper) (all as defined in the UCC); (c) unpaid seller's or lessor's rights (including rescission, replevin, reclamation, repossession and stoppage in transit) relating to the foregoing or arising therefrom; (d) rights to any goods represented by any of the foregoing, including rights to returned, reclaimed or repossessed goods; (e) reserves and credit balances arising in connection with or pursuant hereto; (f) guarantees, supporting obligations, payment intangibles and letter of credit rights (all as defined in the UCC); (g) except for the rights of the Existing Mortgagees and any lessors of any leased equipment, insurance policies or rights relating to any of the foregoing; (h) general intangibles pertaining to any and all of the foregoing (including all rights to payment, including those arising in connection with bank and non-bank credit cards), and including books and records and any electronic media and software thereto; (i) notes, deposits or property of account debtors securing the obligations of any such account debtors to the Companies or any one of them; and (j) cash and non-cash proceeds (as defined in the UCC) of any and all of the foregoing. Administrative Management Fee shall mean the annual sum of Twenty-Five Thousand Dollars ($25,000.00), first payable on the Closing Date and annually thereafter and which shall be paid to CIT in accordance with Section 8, paragraph 8.8 hereof to offset the expenses and costs (excluding Out-of-Pocket Expenses and auditor fees) of CIT in connection with administration, record keeping, analyzing and evaluating the Collateral. Anniversary Date shall mean the date occurring three (3) years from the Closing Date and the same date in every year thereafter. Availability shall mean, as to any Company, at any time of calculation, the amount by which such Company's Borrowing Base exceeds the outstanding ag...
Xefinitions. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.
Xefinitions. Unless otherwise required by the context, the following terms shall have the following meanings in the Agreement:
Xefinitions. Unless otherwise required by the context, the terms defined in this Section 2 shall, for all purposes of this Amendment and Restatement, have the respective meanings set forth below:
Xefinitions. For purposes of txxx Xxxxxxxxt:
Xefinitions. Schedu1e 1 contains capitalized terms that have the meanings set forth therein. Other capitalized terms used but not defined in Schedule 1 will have the meanings set forth herein.
Xefinitions. In this Agreement any reference to any event, change, condition or effect being "material" with respect to any entity or group of entities means any material event, change, condition or effect related to the financial condition, properties, assets (including intangible assets), liabilities, business, operations or results of operations of such entity or group of entities. In this Agreement any reference to a "Material Adverse Effect" with respect to any entity or group of entities means any event, change or effect that is materially adverse tojthe financial condition, properties; assets, liabilities, business, operations or results of operations of such entity and its subsidiaries, taken as a whole. In this Agreement any reference to a party's "knowledge" means such party's actual knowledge after reasonable inquiry of officers, directors and other employees of such party reasonably believed to have knowledge of such matters.
