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. 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. 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
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Email: compliance@Infinox.comSchedule 1 – Definitions In this agreement the certain capitalised words and phrases used have the following meanings: Access Codes Means the username and password, or any other credentials provided by us to you for accessing your Account and trading through our electronic systems, the security of which is your sole responsibility and the use of which and any damage caused by any act or omission is your sole responsibility.
Definitions In this agreement the following definitions and interpretations apply:• The use of the singular includes the plural and the use of the masculine includes and feminine and vice versa.
Email: compliance@INFINOX.co.uk Schedule 1 – Definitions In this agreement the certain capitalised words and phrases used have the following meanings: Access Codes Means the username and password, or any other credentials provided by us to you for accessing your Account and trading through our electronic systems, the security of which is your sole responsibility and the use of which and any damage caused by any act or omission is your sole responsibility.
Definitions: In this agreement:- 1.1 ‘Torbay’ means Torbay Council 1.2 ‘PCC’ means Plymouth City Council 1.3 ‘PCC Employee’ means a Plymouth City Council Employee who is delivering children’s services to Torbay under the delivery contract and who requires access to Torbay information and systems.
Definitions: In this agreement the following meaning is ascribed to the words below, unless the contract implies otherwise.
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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...
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. CHARTER" means the Amended and Restated Charter of the Limited Liability Company "Geoilbent" dated 9th January, 2002 (as can be subsequently amended in accordance with Russian law). "COMPANY" means a Limited Liability Company "Geoilbent ", a company duly organised and existing under the laws of the Russian Federation. For the purposes of Article 55 of the Law on Pledge (as defined below), the Company is the debtor of the Pledgor, i.e., bears certain obligations vis a vis the Pledgor by virtue of the Pledgor's ownership of the Participation Interest (as defined below). <PAGE> 8 "CIVIL CODE" means Part 1 of the Civil Code of the Russian Federation which came into effect on 1st January, 1995, Part 2 of the Civil Code of the Russian Federation which came into effect on 1st March, 1996 and Part 3 of the Civil Code of the Russian Federation which came into effect on 1st March, 2002. "AMENDED AND RESTATED EBRD CREDIT AGREEMENT" means the agreement between EBRD and the Company dated 21st November, 1996, as amended and restated on 23rd September, 2002 by the Amended and Restated EBRD Credit Agreement under which the Pledgee agrees to make available to the Company a revolving credit facility for the purpose of financing the Project. "FINANCING COSTS" means the aggregate of all interest, fees (including the Pledgee's fees and the Pledgee's legal and consultation fees), principal, premia, charges, commissions, costs and expenses in each case accrued or payable by the Company under the Financing Agreements. "GENERAL DIRECTOR" has the meaning ascribed to that term in the Charter. "GENERAL MEETING OF PARTICIPANTS" has the meaning ascribed to that term in the Charter. "LAW ON PLEDGE" means the Law No. 0000-0 "Xx Xxxxxx" dated 29th May, 1992 (as amended). "PARTICIPANTS" has the meaning ascribed to that term in the Charter, and "PARTICIPANT" means any one of them. "PLEDGED ASSETS" means the Shares and all rights, assets or property referred to in subclause 2(a) below. "SECURED LIABILITIES" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Company to the Pledgee under each Financing Agreement to which it is a party. "SECURITY PERIOD" means the period beginning on the date of this Agreement and ending on the date when the Pledgee is satisfied that all the Secured Liabilities have been unconditionally and irrevocably paid in full. <PAGE> 9 "SHARES" means 34% o...
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:
Definitions In this Agreement. Amended Agreement" means the Original Agreement, as amended from time to time and by this Agreement. "Effective Date" means the 20th January 2001. "OriginalAgreement" means the facilities agreement dated 7 August 1998 (replacing a facilities agreement dated 1 November 1995) relating to a revolving loan facility of (pound)24,500,000 between amongst others, the Parent, HLSL, HLS, the Banks, and the Agent (each as defined therein) as amended from time to time. "Sale and Release Agreement" means the sale and release agreement dated 20 January 2001 between amongst others, National Westminster Bank Plc, The Royal Bank of Scotland plc, the Parent, HLSL, HLS, HLSF LLC and Xxxxxxxx Group Inc. 1.2
Definitions In this Agreement landlord" means the person who grants the right to occupy residential premises under this agreement, and includes a successor in title to the residential premises whose interest is subject to that of the tenant. "landlord's agent" means a person who acts as the agent of the landlord and who (whether or not the person carries on any other business) carries on business as an agent for: