Xxxxnitions. As used in this Agreement, the following terms shall have the following respective meanings:
Xxxxnitions. Capitalized terms used but not defined in this Consent and Joinder Agreement shall have the meanings assigned to those terms in the Stockholders' Agreement.
Xxxxnitions. In this agreement except where a different interpretation is necessary in the context the words and expressions set out below shall have the following meanings: Actual Completion actual completion of the sale of the Property pursuant to this agreement and "Date of Actual Completion" will be interpreted accordingly Ancillary Leasehold Documents the documents listed in Part 3 of the Schedule Completion Date 20 February 2005 or, if later, five (5) Working Days after the date on which Landlord's Consent is obtained Equipment means the furniture and equipment set out on the list attached to this agreement
Xxxxnitions. 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 to the financial condition, properties, assets, liabilities, business, operations, results of operations or prospects 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. In this Agreement, an entity shall be deemed to be a "Subsidiary" of a party if such party directly or indirectly owns, beneficially or of record, at least 50% of the outstanding equity or financial interests of such entity.
Xxxxnitions. Capitalized terms used in this Rider without definition shall have the definition assigned to such terms in the lease to which this Rider is attached, unless the context requires otherwise.
Xxxxnitions. Wherever they are used herein, the following terms have the following respective meanings:
Xxxxnitions. For purposes of this Agreement:
Xxxxnitions. For purposes of this Schedule A, "
Xxxxnitions. For purposes of this Agreement: (a) except for purposes of Section 5.11, an "affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise; (b) "material adverse change" or "material adverse effect" means, when used in connection with Cimnet or Western Tech, any change, effect, event, occurrence or state of facts that is, or would reasonably be expected to be, materially adverse to the business, financial condition or results of operations of such party and its subsidiaries taken as a whole; and the terms "material" and "materially" have correlative meanings; (c) "person" means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity; (d) a "subsidiary" of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person; provided however, that with respect to Western Tech, such term shall not include Cimnet; and (e) "knowledge" of any person which is not an individual means the knowledge of such person's executive officers or senior management of such person's operating divisions and segments, in each case after reasonable inquiry. SECTION 8.4.
Xxxxnitions. Xxxxxx otherwise defined in this Amendment, the capitalized terms used in this Amendment shall have the meanings defined for such terms in the Original Agreement as modified by the First Amendment.
