Definitions In this Agreement. “Acceptable Bank” means: (a) the Original Lenders and their Affiliates; or (b) a bank or financial institution which has a rating for its long-term unsecured and non credit- enhanced debt obligations of BBB+ or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baal or higher by Xxxxx’x Investors Service Limited or a comparable rating from an internationally recognised credit rating agency; or (c) any other bank or financial institution approved by the Agent (acting on the instructions of the Majority Lenders). “Accession Letter” means a document substantially in the form set out in Schedule 7 (Form of Accession Letter). “Accounting Principles” means generally accepted accounting principles in the jurisdiction of incorporation or organisation of the entity providing such accounts. “Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors). “Additional Business Day” means any day specified as such in the applicable Reference Rate Terms. “Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).
Definitions In this Agreement. CHARTER" means the Amended and Restated Charter of the Limited Liability Company "Geoilbent" dated 9th January, 2002 (as can be subsequently amended in accordance with Russian law). "COMPANY" means a Limited Liability Company "Geoilbent ", a company duly organised and existing under the laws of the Russian Federation. For the purposes of Article 55 of the Law on Pledge (as defined below), the Company is the debtor of the Pledgor, i.e., bears certain obligations vis a vis the Pledgor by virtue of the Pledgor's ownership of the Participation Interest (as defined below). <PAGE> 8 "CIVIL CODE" means Part 1 of the Civil Code of the Russian Federation which came into effect on 1st January, 1995, Part 2 of the Civil Code of the Russian Federation which came into effect on 1st March, 1996 and Part 3 of the Civil Code of the Russian Federation which came into effect on 1st March, 2002. "AMENDED AND RESTATED EBRD CREDIT AGREEMENT" means the agreement between EBRD and the Company dated 21st November, 1996, as amended and restated on 23rd September, 2002 by the Amended and Restated EBRD Credit Agreement under which the Pledgee agrees to make available to the Company a revolving credit facility for the purpose of financing the Project. "FINANCING COSTS" means the aggregate of all interest, fees (including the Pledgee's fees and the Pledgee's legal and consultation fees), principal, premia, charges, commissions, costs and expenses in each case accrued or payable by the Company under the Financing Agreements. "GENERAL DIRECTOR" has the meaning ascribed to that term in the Charter. "GENERAL MEETING OF PARTICIPANTS" has the meaning ascribed to that term in the Charter. "LAW ON PLEDGE" means the Law No. 0000-0 "Xx Xxxxxx" dated 29th May, 1992 (as amended). "PARTICIPANTS" has the meaning ascribed to that term in the Charter, and "PARTICIPANT" means any one of them. "PLEDGED ASSETS" means the Shares and all rights, assets or property referred to in subclause 2(a) below. "SECURED LIABILITIES" means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Company to the Pledgee under each Financing Agreement to which it is a party. "SECURITY PERIOD" means the period beginning on the date of this Agreement and ending on the date when the Pledgee is satisfied that all the Secured Liabilities have been unconditionally and irrevocably paid in full. <PAGE> 9 "SHARES" means 34% o...
Definitions In this Agreement. AFFILIATE" means with respect to Sterlite or the Borrower as the case may be, any person which is a holding company or subsidiary of Sterlite or the Borrower or any 1 <PAGE> person which, directly or indirectly, (a) controls Sterlite or the Borrower, (b) is controlled by Sterlite or the Borrower or (c) is controlled by the same person who, directly or indirectly, controls Sterlite or the Borrower. For the purposes of this Agreement, the terms "holding company" and "subsidiary" shall have the meaning ascribed to them under Section 4 of the Companies Act, 1956 and the term "control" shall mean: a. control over the composition of board of directors of Sterlite, the Borrower or any Affiliate of either of them; b. Control of at least 51% of the issued equity share capital of a company, which is an Affiliate of either of the Borrower or Sterlite. "AGREEMENT" OR THE "FACILITIES AGREEMENT" means this rupee term facilities agreement. "ASSETS" means Immovable Properties and Other Properties of the Borrower. "AUTHORISATION" means: (a) An authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, lodgement or registration; or (b) In relation to anything which will be fully or partly prohibited or restricted by law if a Government Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without intervention or action. "COMMITMENT A" means: (a) In relation to an Original Lender, the amount set opposite its name under the heading "Commitment A" in Part IIA of Schedule 1 (The Original Parties Commitments and Repayment Instalments) and the amount of any other Commitment transferred to it under this Agreement; and (b) In relation to any other Lender, the amount of any Commitment A transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. 2 <PAGE> "COMMITMENT B" means:
Examples of Definitions In this Agreement in a sentence
Definitions In this Agreement, the following words have the meanings given below: Animal/Pet: Includes bird, insect, reptile, spider, fish, livestock, cat, dog.
Definitions In this Agreement - 1.1 "Constituent Councils" mean the metropolitan district councils for the local government areas of Bolton, Bury, Manchester, Oldham, Rochdale, Salford, Stockport, Tameside, Trafford and Wigan.
INTERPRETATION 1.1 Definitions In this Agreement, unless the context otherwise requires: "Account Bank" means DNB Bank ASA.
This Agreement comprises: Definitions In this Agreement, unless the context requires otherwise, capitalised words shall have the following meanings: Agreement, this Agreement Your Client Details, this Subscriber Agreement, including Schedule 3, and either Schedule 1 or Schedule 2, depending on your Subscription.
Signed by [insert company name] in accordance with section 127 of the Corporations Act 2001 (Cth) by: Signature of director Signature of director/secretary Name of director (print) Name of director/secretary (print) Date Date E nd option B Definitions In this Agreement, the following capitalised words have the following meaning.
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Definitions In this Agreement. “ABL Debt” has the meaning given to that term in the Intercreditor Agreement. The term “Collateral” means all personal property, wherever located, in which any Grantor now has or later acquires any right, title or interest, including all: (a) accounts and chattel paper; (b) goods (including equipment, inventory and fixtures); (c) health-care-insurance receivables;
Definitions In this Agreement landlord" means the person who grants the right to occupy residential premises under this agreement, and includes a successor in title to the residential premises whose interest is subject to that of the tenant. "landlord's agent" means a person who acts as the agent of the landlord and who (whether or not the person carries on any other business) carries on business as an agent for:
Definitions In this Agreement. Accounts" means all bank accounts (including ,without limitation, giro accounts and accounts for saving deposits (Spareinlagen), time deposits (Termineinlagen) or call money deposits (Tagesgeldeinlagen)) which a Pledgor holds at present or may at any time hereafter open with any financial institution in the Federal Republic of Germany (including, without limitation, the Existing Accounts) and any sub-account (Unterkonto), renewal, redesignation or replacement thereof, excluding, in the case of each of foregoing, any Excluded Bank Account, and "Account" means any of them. "Banks" means the banks or financial institutions that the Accounts are held with. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, USA, or Frankfurt am Main, Germany are authorised or required by law to close. "Cash Dominion Event" has the meaning ascribed to such term set out in the Credit Agreement. "Excluded Bank Accounts" means all bank accounts, including sub-accounts to such bank accounts maintained by the relevant Pledgor in the Federal Republic of Germany and which are listed in Schedule 2 (Excluded Bank Accounts) hereto, as amended from time to time. "Event of Default" means any event of default as defined and set out in Section 8.01 of the Credit Agreement. "Existing Accounts" means the bank accounts listed in Schedule 1 (List of Existing Accounts) hereto, including any sub-account (Unterkonto) thereto, and "Existing Account" means any of them. "Future Pledgee" means any entity or Person which may become a pledgee hereunder by way of (i) transfer of the Pledges by operation of law following the transfer or assignment (including by way of novation or assumption (Vertragsübernahme)) of any part of the Secured Obligations from any Original Pledgee or Future Pledgee to such future pledgee and/or (ii) accession to this Agreement pursuant to Clause 2.3 hereof as pledgee. "Parallel Obligations" means the independent obligations of any Loan Party arising pursuant to Section 10.30 of the Credit Agreement or under any other abstract acknowledgement of indebtedness (abstraktes Schuldanerkenntnis) in favour of the Administrative Agent granted in relation to the Loan Documents. "Pledge" and "Pledges" have the meanings given to such terms in Clause 2.1.
Definitions In this Agreement. ACQUIRED ASSETS: means the businesses and assets (including shares in bodies corporate) acquired, directly or indirectly, from Vivendi and its Affiliates pursuant to the Vivendi Sale Agreement; ACQUISITION DATE: means 21 December 2001; AFFILIATE: means: (i) in relation to any person other than a Jointly-owned Entity, any other person which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, that first person but excluding any Jointly-owned Entity; and (ii) in relation to a Jointly-owned Entity, any person which directly, or indirectly through one or more intermediaries, is controlled by that Jointly-owned Entity; and as used in this definition, control (including, with corresponding meanings, controlled by and under common control with) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); AFTER-ACQUIRED ASSETS: means the Acquired Assets listed or described in paragraph 6 of each of Part A and B of Schedule 1 and paragraph 2 of each of Part A and B of Schedule 2; AGREED FORM: means, in relation to any document, that document in a form agreed by the parties; ASSURANCE: means any guarantee, indemnity or similar commitment; BRANDS: means those brands of beverage and beverage alcohol which are comprised in the Acquired Assets; BUSINESS DAY: means a day (other than a Saturday or Sunday) on which banks are open for business (other than solely for trading and settlement in euro) in London and Paris; 2 <PAGE> CLAIMS NOTICE: has the meaning given to it in Clause 6.1; CLOSING: means the closing of transactions contemplated in the Vivendi Sale Agreement, which took place on 21 December 2001; COMPLETION DATE: has the meaning given in Clause 3.5; CONDUCTING PARTY: means, in the case of certain Third Party Proceedings, the party which has conduct of such proceedings or, as the case may be, the relevant part thereof in accordance with Clauses 5.2.6.1, 6.2.1 or 6.6.1 (as the case may be); DEADLOCK NOTICE: has the meaning set out in Clause 28.1; DIAGEO ASSETS: means those assets described in Clause 3 as being owned by Diageo and/or its Affiliates; DIAGEO LIABILITIES: means, save as expressly provided otherwise in this Agreement and subject to Clauses 5.1.2 to 5.1.5, each liability, whenever incurred, which solely or principally rel...
Definitions In this Agreement. Tax Credit" means a credit against, relief or remission for, or repayment of any Tax. "Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document. "Tax Payment" means either the increase in a payment made by the Borrower to the Lender under Clause 11.2 (Tax gross-up) or a payment under Clause 11.3 (Tax indemnity). Unless a contrary indication appears, in this Clause 11 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.
Definitions In this Agreement. (a) "affiliate" means: (i) one body corporate is an affiliate of another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is under the control of the same person; and (ii) two bodies corporate that are an affiliate of the same body corporate at the same time are affiliates of each other. (b) "associate" has the meaning ascribed to that term in the Canada Business Corporations Act. (c) "change of control" means or shall be deemed to have occurred if and when: (i) the acquisition, by whatever means (including without limitation, amalgamation, consolidation, liquidation, arrangement or merger), by a person (or two or more persons who in such acquisition have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the securities acquired), directly or indirectly, of the beneficial ownership of such number of voting securities or rights to voting securities of the Corporation, which together with such person's then owned voting securities and rights to voting securities, if any, represent (assuming the full exercise of such rights to voting securities) more than 20% of the combined voting power of the Corporation's then outstanding voting securities, together with the voting securities acquired and such person's previously owned rights to voting securities; or (ii) individuals who were members of the Board of Directors of the Corporation immediately prior to a meeting of the shareholders of the Corporation involving a contest for or on an item of business relating to the election of directors shall not constitute a majority of the Board of Directors following such election. (d) "Compensation Committee" means the Committee of the Board of Directors of the Corporation from time to time appointed to fix
Definitions In this Agreement. The term “Collateral” means all personal property, wherever located, in which the Grantor now has or later acquires any right, title or interest, including all: (a) accounts and chattel paper; (b) goods (including equipment, inventory and fixtures); (c) health-care-insurance receivables;