Customer Deposits Treated as Debt definition
Customer Deposits Treated as Debt means the aggregate amount of customer prepayments reflected on Company’s balance sheet except for: (a) any such prepayment for which an Account Receivable is set forth on such balance sheet and that has not been collected in cash on the date of such balance sheet; and (b) any such prepayment that Sellers can demonstrate was expended to pay for inventory for the project for which such prepayment was made. “Damages” means the aggregate of any and all losses, liens, loss of services, costs, judgments, deficiencies, penalties, obligations, Liabilities, interest, charges, contribution, deficiencies, damages, natural resource damage, injuries, fines, expenses (including reasonable attorneys’, consultants’ and experts’ fees and disbursements) and the cost of investigation of every name, nature and description whatsoever. Notwithstanding the foregoing, “Damages” includes: (a) special, incidental, consequential, punitive and any other indirect damages, lost profits and exemplary damages, but: (1) only to the extent suffered, directly or indirectly, by any non-Party and claimed against a Party; and (2) excluding in all respects any such damages (including any claim with respect to diminution in value) as to any claim brought by one Party or its indemnitees against any other Party under Section 8.3b below; and (b) up to treble damages awarded against Company, but only for the intentional or willful infringement prior to the Closing of a Third Party’s Intellectual Property rights by Company or any of its Representatives as determined by a court of competent jurisdiction in a final non-appealable order. “Data Room” means the virtual data room maintained by Company and Sellers created for Buyer to access information in relation to Company and Sellers, as it existed at 5:00 p.m. Eastern time on November 2, 2021. “Domestic Jurisdiction” means a state of the United States, the District of Columbia, or a political subdivision of a state of the United States or the District of Columbia, but excluding territories of the United States and their political subdivisions. “EBITDA” means earnings before interest, taxes, depreciation, and amortization, as determined in accordance with GAAP, consistently applied. “Effective Time” means 11:59:59 p.m. Eastern Time on the Closing Date. “Employee Benefit Plan” means any: (a) employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not subject to ERISA); (b) employee welfare benefit plan within the meaning of...