DEFINITIONS AND ACCOUNTING TERMS Defined Terms Sample Clauses

DEFINITIONS AND ACCOUNTING TERMS Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
Sample 1Sample 2Sample 3See All (12)
AutoNDA by SimpleDocs
DEFINITIONS AND ACCOUNTING TERMS Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. “Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. “Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form approved by the Administrative Agent.
Sample 1Sample 2
DEFINITIONS AND ACCOUNTING TERMS Defined Terms. As used in this Credit Agreement, the following termsSection 1.01. have the meanings provided below: “Acquired Indebtedness” means, with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person; and [Credit Agreement]
Sample 1
DEFINITIONS AND ACCOUNTING TERMS Defined Terms. As used in this Agreement, the following terms have the meanings set forth below:
Sample 1
DEFINITIONS AND ACCOUNTING TERMS Defined Terms. As used in this Agreement the following terms shall have the following respective meanings (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):
Sample 1
DEFINITIONS AND ACCOUNTING TERMS Defined Terms. Section 1.01 As used in this Agreement, the following terms shall have the meanings set forth below: “2014 Refinancing” means the prepayment of all indebtedness under (i) that certain First Lien Credit Agreement, dated as of August 26, 2011 (as amended, restated, supplemented, or modified from time to time prior to the Amendment No. 2 Effective Date), among Insight Pharmaceuticals LLC, General Electric Capital Corporation, as administrative agent and collateral agent, the lenders party thereto, and the other agents party thereto and (ii) that certain Second Lien Credit Agreement, dated as of August 26, 2011 (as amended, restated, supplemented, or modified from time to time prior to the Amendment No. 2 Effective Date), among Insight Pharmaceuticals LLC, General Electric Capital Corporation, as administrative agent and collateral agent, the lenders party thereto, and the other agents party thereto, shall have been paid in full, and all commitments, security interests and guaranties in connection therewith shall have been terminated and released. “2014 Transaction Expenses” means any fees or expenses incurred or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the 2014 Transactions (including expenses in connection with hedging transactions), Amendment No. 3 and the transactions contemplated hereby and thereby. “2014 Transactions” means, collectively, (a) the Insight Acquisition, (b) the Term Loan Acquisition Borrowing on the September 2014 Amendment Closing Date and the execution and delivery by the Borrower and the Subsidiaries party thereto of Amendment No. 2 to the Term Loan Credit Agreement on the September 2014 Amendment Closing Date, (c) the execution and delivery of Amendment No. 3, (d) the 2014 Refinancing and (e) the payment of 2014 Transaction Expenses. “2021 Notes” means the Borrower’s 5.375% Senior Notes due 2021. “2021 Notes Indenture” means the indenture for the 2021 Notes, dated as of December 17, 2013, between the Borrower and U.S. Bank, National Association, as trustee, as the same may be amended, modified, supplemented, replace or refinanced to the extent not prohibited by this Agreement. “2024 Notes” means the Borrower’s 6.375% Senior Notes due 2024. “2024 Notes Indenture” means the indenture for the 2024 Notes, dated as of February 19, 2016, between the Borrower and U.S. Bank, National Association, as trustee, as the same may be amended, modified, supplemented, replace or refinanced to the extent n...
Sample 1
DEFINITIONS AND ACCOUNTING TERMS Defined Terms. As used in this Agreement, the following terms shall have the meaningsSection 1.01 set forth below. Unless otherwise defined herein, all terms defined in the UCC and used but not defined in this Agreement have the meanings specified in the UCC: “2022 Dollar Senior Notes” means the Dollar-denominated unsecured notes of the U.S. Borrower and Gates Global Co. due 2022 in an aggregate principal amount of $1,040,000,000 issued on June 26, 2014 pursuant to the Senior Notes Indenture. “2022 Dollar Senior Notes Documents” means the Senior Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement). “2024 Euro Term Loans” means the Initial B-2 Euro Term Loans (as defined in the Cash Flow Credit Agreement as in effect on the Second Restatement Effective Date). “2026 Dollar Senior Notes” means the Dollar-denominated 6.25% unsecured senior notes of the U.S. Borrower and Gates Corporation due January 15, 2026 in an aggregate principal amount of $568,000,000 issued on November 22, 2019 pursuant to the 2026 Dollar Senior Notes Indenture. CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 “2026 Dollar Senior Notes Documents” means the 2026 Senior Notes Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement). “2026 Dollar Senior Notes Indenture” means the Indenture for the 2026 Dollar Senior Notes, dated as of November 22, 2010, among the U.S. Borrower and Gates Corporation, as co-issuers, the guarantors listed therein and U.S. Bank National Association, as trustee, as amended or supplemented from time to time. “ABL Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit K to the Original Credit Agreement (which agreement in such form or with immaterial changes thereto the Collateral Agent is authorized to enter into) among Holdings I, the U.S. Borrower, the Domestic Subsidiaries of the U.S. Borrower from time to time party thereto, the Collateral Agent, the Cash Flow Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness that is permitted under Section 7.03 to be, and intended to be, secured on a pari passu basis with the Liens securing the Cash Flow Debt. “ABL Priority Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. “A...
Sample 1
AutoNDA by SimpleDocs
DEFINITIONS AND ACCOUNTING TERMS Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “2026 Dollar Senior Notes” means collectively the Dollar-denominated unsecured notes of the Borrower and Gates Global Co. due 2026 in an aggregate principal amount of $568,000,000 issued November 2019. “ABL Collateral Agent” means Citibank, N.A. and any successor, as agent under the ABL Credit Agreement, or if there is no ABL Credit Agreement, the “ABL Collateral Agent” designated pursuant to the terms of the ABL Debt. “ABL Credit Agreement” means the loan and security agreement, to be dated as of the Closing Date among the Borrower, Holdings I, certain other Subsidiaries of the Borrower, the ABL Collateral Agent and the other financial institutions party thereto, as amended, restated, supplemented or otherwise modified from time to time. “ABL Debt” means (1) any Indebtedness outstanding from time to time under the ABL Credit Agreement, (2) all obligations with respect to such Indebtedness and any Swap Contract incurred with any ABL Lender (or its Affiliates) and secured by the ABL Facility Collateral and (3) all Treasury Services Agreement incurred with any ABL Lender (or its Affiliates) and secured by the ABL Facility Collateral. “ABL Facility Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. - 1- “ABL Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit J-2 (which agreement in such form or with immaterial changes thereto the Collateral Agent is authorized to enter into) among Holdings I, the Borrower, the Subsidiaries of the Borrower from time to time party thereto, the Collateral Agent, the ABL Collateral Agent and one or more collateral agents or representatives for the holders of Indebtedness that is permitted under Section 7.03 to be, and intended to be, secured on a pari passu basis with the Liens securing the Obligations. “ABL Lender” means any lender or holder or agent or arranger of Indebtedness under the ABL Credit Agreement. “ABL Priority Collateral” has the meaning given to such term in the ABL Intercreditor Agreement. “Acceptable Discount” has the meaning set forth in Section 2.05(a)(v)(D)(2). “Acceptable Prepayment Amount” has the meaning set forth in Section 2.05(a)(v)(D)(3). “Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit M-3. “Acceptance Date” has the meaning set forth in Section 2.05...
Sample 1
DEFINITIONS AND ACCOUNTING TERMS Defined Terms 
Sample 1

Related to DEFINITIONS AND ACCOUNTING TERMS Defined Terms

  • Definitions and Accounting Terms Section 1.01.

  • 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

  • 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.

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

  • Terms Defined Elsewhere As used in this Agreement, the following capitalized terms are defined in this Agreement as referenced in the following table: Agreement Preamble Applicable Date 4.5(a) Book-Entry Shares 3.3(b)(ii) Certificate of Merger 2.2(b) Certificates 3.3(b)(i) Change of Control Amendment 6.23(c)(ii) Change of Control Amendment Consent Fee 6.23(c)(ii) Closing 2.2(a) Closing Date 2.2(a) Code Recitals Company Preamble Company 401(k) Plan 6.9(f) Company Affiliate 9.10 Company Alternative Acquisition Agreement 6.3(d)(iv) Company Board Recitals Company Board Recommendation 4.3(a) Company Capital Stock 4.2(a) Company Change of Recommendation 6.3(d)(vii) Company Common Stock Recitals Company Contracts 4.19(b) Company Designees 2.7(a) Company Designated Stockholder Recitals Company Disclosure Letter Article IV Company Employee 6.9(b) Company FA 4.22 Company Independent Petroleum Engineers 4.17(a) Company Intellectual Property 4.14(a) Company Material Adverse Effect 4.1 Company Material Leased Real Property 4.15 Company Material Real Property Lease 4.15 Company Owned Real Property 4.15 Company Permits 4.9(a) Company Preferred Stock 4.2(a) Company Related Party Transaction 4.24 Company Reserve Report 4.17(a) Company Restructuring Transactions Recitals Company SEC Documents 4.5(a) Company Senior Notes Recitals Company Stakeholders’ Pro Forma Equity Percentage 5.22 Company Stock Award 3.2(a) Company Stockholders Meeting 4.4 Company Tax Certificate 6.18(b) Confidentiality Agreement 6.7(b) Creditors’ Rights 4.3(a) days 9.4(e) Designated Stockholder Support Agreement Recitals DGCL 2.1 Dismissal Order 6.24(a)(v) D&O Insurance 6.10(d) DTC 3.3(b)(ii) e-mail 9.3 Effective Time 2.2(b) Eligible Shares 3.1(b)(i) Exchange Agent 3.3(a) Exchange Consideration 6.23(a) Exchange Fund 3.3(a) Exchange Offer Recitals Exchange Offer Expiration Date 6.23(c) Exchange Prospectus 4.8 Exchange Ratio 3.1(b)(i) Exchange Registration Statement 4.8 Excluded Employees 6.9(b) Excluded Shares 3.1(b)(iii) GAAP 4.5(b) HSR Act 4.4 Indemnified Liabilities 6.10(a) Indemnified Persons 6.10(a) Involuntary Insolvency Event Date 6.24(a)(v) Joint Proxy Statement 4.4 Letter of Transmittal 3.3(b)(i) made available 9.4(e) Material Company Insurance Policies 4.20 Material Parent Insurance Policies 5.20 Measurement Date 4.2(a) Merger Recitals Merger Consideration 3.1(b)(i) Merger Registration Statement 4.8 Merger Sub Preamble Merger Sub Board Recitals Minimum Participation Condition 6.23(a) New Financing 6.22 Non-Cancelled Shares 3.1(b)(iii) Note Consents 6.23(c) Note Waivers 6.23(c) Notes Exchange Agent 6.23(f) Other Indenture Amendments 6.23(c)(iii) Outside Date 8.1(b)(ii) Parent Preamble Parent 401(k) Plan 6.9(f) Parent Affiliate 9.10 Parent Alternative Acquisition Agreement 6.4(d)(iii) Parent Board Recitals Parent Board Recommendation 5.3(a) Parent Capital Stock 5.2 Parent Change of Recommendation 6.4(d)(vi) Parent Common Stock Recitals Parent Contracts 5.19(b) Parent Designees 2.7(a) Parent Disclosure Letter Article V Parent Equity Plan 5.2(a) Parent FA 5.22 Parent Independent Petroleum Engineers 5.17(a) Parent Intellectual Property 5.14(a) Parent Material Adverse Effect 5.1 Parent Material Leased Real Property 5.15 Parent Material Real Property Lease 5.15 Parent Owned Real Property 5.15 Parent Permits 5.9(a) Parent Preferred Stock 5.2(a) Parent Right 3.1(b)(iv) Parent Related Party Transaction 5.24 Parent Reserve Report 5.17(a) Parent SEC Documents 5.5(a) Parent Series A Junior Participating Preferred Stock 3.1(b)(iv) Parent Stock Issuance Recitals Parent Stockholders Meeting 4.4 Parent Tax Certificate 6.18(b) pdf 2.2 Registration Statements 4.8 Rights-of-Way 4.16 Second Request 6.8(c) Supplemental Indenture Effective Date 6.23(j) Supporting Noteholders Recitals Surviving Corporation 2.1 Tail Period 6.10(d) Tax Plan Recitals Tax Plan Record Date 3.1(b)(iv) Terminable Breach 8.1(b)(iii) Transaction Expense Fee Recitals Transaction Support Agreement Recitals Transaction Litigation 6.11

  • 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

  • Additional Defined Terms Other capitalized terms defined elsewhere in the Agreement and not defined in Section 13.1 will have the meanings assigned to such terms in this Agreement in the sections referenced below: Adjustment Amount Section 2.2(f) Agreement Preamble Allocation Section 2.4 Assigned Contracts Section 1.1(f) Assigned Home Sale Contracts Section 1.1(c) Assigned Permits Section 1.1(g) Assignment and Assumption Agreement Section 8.1(d) Assumed Liabilities Section 1.3 Base Purchase Price Section 2.1(a) Xxxx of Sale Section 8.1(c) Buyer Introduction Buyer Indemnified Party Section 10.1 Closing Section 2.2 Closing Date Section 2.2 Closing Net Asset Value Section 2.2(b) Closing Statement Section 2.2(b) Confidential Information Section 5.3(a) Cooperation Indemnitees Section 6.4(a) Deductible Section 10.5(b) Deed Section 8.1(b) Determination Date Section 2.2(e) Dispute Notice Section 2.2(c) Disputed Items Section 2.2(c) Escrow Account Section 2.1(b)(i) Estimated Closing Statement Section 2.2(a) Estimated Net Asset Value Section 2.2(a) Estimated Purchase Price Section 2.1(a) Excluded Assets Section 1.2 Excluded Liabilities Section 1.4 Financial Statements Section 3.5 Financing Section 6.4(a) Financing Sources Section 6.4(b) General Indemnification Period Section 10.4 Holding Indemnity Agreement Section 8.1(f) Home Sale Contract Section 3.12 Home Sale Contract Deposits Section 1.1(d) Indemnification Cap Section 10.5(a) Indemnified Party Section 10.3(a) Indemnifying Party Section 10.3(a) Insured Bonds Section 6.3 Inter-Party Claim Section 10.3(a) Land Recital A Latest Balance Sheet Section 3.5 Latest Balance Sheet Date Section 3.5 Liable Party Section 10.9 Nonassignable Asset Section 1.6 Other Contracts Section 1.1(f) Owned Real Property Section 1.1(a) Party Introduction Personal Property Section 1.1(b) Pre-Closing Period Section 5.1(a) Projections Section 12.6 Property Taxes Section 7.1 Purchased Assets Section 1.1 Purchased Assets Conditions Section 6.1 Real Estate Transfer Taxes Section 7.2 Removed Real Property Section 1.5 Resolution Period Section 2.2(d) Seller Introduction Seller Indemnified Party Section 10.2 Seller Transaction Documents Section 3.1 Tax Representations Section 10.4 Termination Date Section 11.1(b) Third Party Claim Section 10.3(b) Title Policy Section 6.2 Title Pro Forma Section 6.2 Transaction Recital B Unresolved Items Section 2.2(e) Warranty Services Agreement Section 8.1(e)

  • Definitions and References Capitalized terms not otherwise defined herein have the meanings assigned in the Credit Agreement. All references to the Credit Agreement contained in the Collateral Documents and the other Loan Documents, as amended or amended and restated, shall, upon the execution of this Amendment, mean the Credit Agreement as amended by this Amendment.

  • Definitions For purposes of this Agreement:

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!