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DEFINITIONS AND ACCOUNTING TERMS Certain Defined Terms Sample Clauses

DEFINITIONS AND ACCOUNTING TERMS Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
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DEFINITIONS AND ACCOUNTING TERMS Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Additional Properties" means the real properties more particularly described on --------------------- Schedule II. ------------ "Adjusted Net Operating Income" means, for any period, (i) Aggregate Net -------------------------------- Operating Income for such period minus (ii) a capital reserve equal to the ------ product of (A) $20.83 times (B) the average number of units in the Facilities ---- during such period times (C) the number of months in such period. - "Affiliate" of a specified Person means any other Person that directly, or --------- indirectly through one or more intermediaries, controls, is controlled by or is ---- under common control with the Person specified. For purposes of the foregoing, "control," "controlled by" and "under common control with" with respect to any ------- -------------- ------------------------- Person means (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, partnership interests or other equity interests, or by contract or otherwise, or (ii) the ownership of more than 50 percent of the voting securities of, partnership interests or other equity interests in, such Person; provided, however, that for a corporation, the term "Affiliate" shall exclude any affiliate of Xxxxxx X. Xxxx which but for its relationship with Xxxxxx X. Xxxx would not be considered an Affiliate of such corporation. "Aggregate Net Operating Income" means, for any period, the sum of the Net --------------------------------- Operating Income for all of the Facilities for such period. ---- "Agreement" means this Loan Agreement, dated as of December 6, 2002 among --------- Borrower and Lender. ----- "Anniversary Date" means each anniversary of the Closing Date. ----------------- "Authorized Officer" means the chief executive officer, the president, the chief ------------------ financial officer, the secretary, the vice president of financial planning or the treasurer of Borrower. "Borrower" means Emeritus Realty Corporation, a Nevada corporation. -------- "Borrower Pledge Agreement" has the meaning provided in Section 3.1(e)(iii). --------------------------- ------------------- "Borrower Pledged Interests" means the equity interests in the Property Owners ---------------------------- which are to be pledged as security pursuant to the B...
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Related to DEFINITIONS AND ACCOUNTING TERMS Certain Defined Terms

  • Definitions and Accounting Terms Section 1.01.

  • Certain Additional Defined Terms In addition to such terms as are defined in Section 8.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms:

  • Definitions Interpretation and Accounting Terms Defined Terms 1 Section 1.2 Computation of Time Periods 17 Section 1.3 Accounting Terms and Principles 18 Section 1.4 Conversion of Foreign Currencies 18 Section 1.5 Certain Terms 18

  • Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21

  • Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings:

  • Defined Terms; References Unless otherwise specifically defined herein, each term used herein which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

  • Additional Defined Terms The following terms have the meanings set forth in the Sections set forth below: Acceptance Notice 2.7(b) Administrative Guidance 4.1(b) Affiliated Transferee 4.3(a) Agreement Preamble Approved Tender Offer 4.1(a) ASX 2.5(a)(iv) ASX Rule 2.7(a) Beneficial Ownership 2.1(a) Change of Control 3.3(e) Company Board Recitals Company CDIs 2.7(a) Company Repurchase Event 4.7(a) Coordination Committee 6.2 Designation Right 5.2(a) Eligible Investments 6.1(f) Equity Issuance 2.7(d) Executive Committee 6.2 Exempt Equity Issuance 2.7(d) Existing Investment Agreement Recitals FCA Section 7.2(g) FSC Section 7.2(g) Fundamental Transaction 3.3(b) GAAP Section 7.1(g) Governmental Order 4.1(b) Xxxxxxxxx Preamble Xxxxxxxxx FSC Documents Section 7.2(g) Identified Transferees 4.5(a) Information Rights 5.3 Initial Investment Section 6.1(a) Initial Seed Capital Investment Fees 6.1(g)(ii) Initial Seed Capital Investments 6.1(g)(ii) Insolvent Party 1.1 Invested Assets Section 6.1(a) Investor Preamble Investor Parent 4.3(a) Investor Representative 5.2(a) JCG Preamble JCG SEC Documents Section 7.1(f) Merger Recitals Merger Agreement Recitals Merger Sub Recitals New Securities 2.7(a) NYSE Rule 2.7(a) Option Agreement Recitals Ownership Limit 2.1(a) Parties Preamble Party Preamble Permitted Affiliate Sale 4.3(a) Permitted Non-Public Transfer 4.3(b) Permitted Public Transfer 4.3(c) Permitted Sales Section 4.2 Person 3.1 Preemptive Rights Notice 2.7(b) Preemptive Rights Shares 2.7(a) Pre-Issuance Ownership Percentage 2.7(g) Receiving Party 5.4 Registration Rights 5.5 Regulatory Transfer 4.1(b) Representatives 5.4 Restricted Period 4.1(a) Restricted Period Approved Tender Offer 4.1(a) ROFO Negotiation Period 4.6 ROFO Notice 4.6 ROFO Open Period 4.6 ROFO Shares 4.6 ROFR Exercise Period 4.5(b) XXXX Xxxxxx 0.0(x) XXXX Open Period 4.5(c) ROFR Price 4.5(a) XXXX Xxxxxx 0.0(x) XXXX Terms 4.5(a) SEC 2.5(e) Securities Act 4.3(b) Seed Capital Investments 6.1(c) Senior Executive 4.1(b) Standstill Fall-Away Date 3.3 Standstill Restrictions 3.1(j) Stockholder Approved Issuance 2.7(f) Subsequent Offering 4.1(a) Temporary Redemption Date 6.1(f) Transfer 4.1(a) True-up Equity Issuance 2.7(d)

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

  • Defined Terms As used in this Agreement, the following terms have the meanings specified below:

  • Certain Definitions For purposes of this Agreement, the following terms have the meanings indicated:

Most Referenced Clauses

Most Referenced Definitions