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For purposes of this Exhibit H Sample Clauses
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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).
Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm Section 2.7(c)(iv) Agreement Preamble Budget Commitment Section 2.8(b) Certificate of Merger Section 2.4 CGCL Section 3.2(a) Change in the Company Recommendation Section 6.4(b) Claim Certificate Section 9.4(a) Claim Dispute Notice Section 9.4(b) Closing Section 2.3 Closing Date Section 2.3 Closing Date Schedule Section 2.7(b) Company Preamble Company Board of Directors Section 4.2(a) Company Board Recommendation Section 4.2(b) Company Certificates Section 2.6(b)(ii) Company Disclosure Schedule Article IV Company Financial Statements Section 4.5(a) Company Indemnified Parties Section 6.6(a) Company Material Contract(s) Section 4.14(a) Company Stockholder Approval Recitals Consideration Spreadsheet Section 6.12 Continuing Employee Section 6.13(a) Determination Section 2.7(c)(iv) Dispute Notice Section 2.7(c)(ii) Dissenting Shares Section 3.2(a) Effective Time Section 2.4 Effectiveness Period Section 2.9(d) Employee Options Payment Amount Section 3.1(a)(iii) Enforceability Exceptions Section 4.2(a) Equityholders Representative Recitals Estimated Closing Debt Section 2.7(a) Estimated Net Working Capital Amount Section 2.7(a) Estimated Net Working Capital Deficit Section 2.7(a) Estimated Net Working Capital Surplus Section 2.7(a) Estimated Unpaid Company Transaction Expenses Section 2.7(a) Excess Payment Section 2.7(d)(ii) Expiration Date Section 9.1 FCPA Section 4.22(a) Holder of Registrable Securities Section 2.9(g) Indemnitee Section 9.5 Indemnitor Section 9.5 Invoice Section 6.10 Joinder and Release Agreement Recitals Lease Section 4.15 Leased Real Property Section 4.15 Letter of Transmittal Section 3.1(b)(i) Liens Section 4.11(e) Major Suppliers Section 4.23 Material Product and Trial Information Section 4.21(g) Merger Recitals Term Section Merger Sub Preamble New Plans Section 6.13(b) 6.13(b) Non-Competition and Non-Solicitation Agreements Recitals Non-Solicitation Agreement Recitals Offer Letter Recitals Option Cancellation Agreement Section 3.1(a)(iii) Option Consideration Section 2.6(d)(i) Option Payment Section 2.6(d)(i) Option Shares Section 2.6(d)(i) Optionholder Section 2.6(d)(i) Optionholder Deliverables Section 3.1(b)(ii)B Options Payment Amount Section 2.6(d)(i) Outside Date Section 8.1(d) Parent Preamble Parent Acquisition Section 2.8(c)(ii) Parent Disclosure Schedule Article V Parent Prepared Returns Section 6.8
Environmental Definitions The following terms, as used herein, have the following meanings:
Definition of the Terms “Business Day”, “Affiliate” and “Subsidiary”. For purposes of this Agreement, (a) “business day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close, and (b) “affiliate” and “subsidiary” have the meanings set forth in Rule 405 under the Securities Act.
Definition of Person The term "person" shall mean any individual, corporation, firm, association, partnership, limited liability company or other legal entity or other form of business organization.
Definition of “Knowledge For purposes of the Loan Documents, whenever a representation or warranty is made to Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.
Defined Terms Used in this Agreement In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
Specific Definitions The following terms used in this Agreement shall have the following meanings:
For purposes of Treas Reg. Section 1.671- 5(f)(1)(iv)(A)(2), the date of the last deposit under 2.01(b) prior to the expiration of the initial offering period, as certified to the Trustee by the Depositor, shall be considered the 'start-up date' of the Trust.
Definition of “Cause.” For all purposes under this Agreement, “Cause” shall mean:
