DIP Agents means the DIP ABL Agent and the DIP Term Loan Agent.
Legitimate law enforcement purpose means a goal within the lawful authority of an officer that is to be achieved through methods or conduct condoned by the officer’s appointing authority.
Agents means, collectively, the Administrative Agent and the Collateral Agent.
ETC has the meaning set forth in section 10.6.1 of the Management Agreement.
Exceptions and Limitations means fair use, fair dealing, and/or any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.
Limitation of Liability PrimePay has negotiated preferred terms and conditions with FD as a service to PrimePay Clients. Client understands that FD, and not PrimePay, will be performing those services and that Client will enter its own service agreement(s) with FD for such services under terms and conditions specified by FD and agreed to by Client. Accordingly, Client acknowledges that FD shall be the provider of Payment Processing Services hereunder and that PrimePay shall have no liability whatsoever for or related to the performance of those services, including any and all damages, costs and related expenses (including attorney fees).
Other Agents has the meaning set forth in Section 7.11.
Performance of duties means duties performed within the employee’s authorized scope of employment and performed in the line of duty.
Causes of Action means any action, claim, Claim, cause of action, controversy, demand, right, action, Lien, indemnity, Interest, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after the Petition Date, in contract or in tort, in law, or in equity or pursuant to any other theory of law. For the avoidance of doubt, “Cause of Action” includes: (a) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to Claims or Interests; (c) any Claim pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury; and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any state or foreign law fraudulent transfer or similar claim.
Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.
Voting Rights The portion of the voting rights of all of the Certificates which is allocated to any Certificate. As of any date of determination, (a) 1% of all Voting Rights shall be allocated to each Class of Notional Amount Certificates, if any (such Voting Rights to be allocated among the holders of Certificates of each such Class in accordance with their respective Percentage Interests), and (b) the remaining Voting Rights (or 100% of the Voting Rights if there is no Class of Notional Amount Certificates) shall be allocated among Holders of the remaining Classes of Certificates in proportion to the Certificate Balances of their respective Certificates on such date.
Co-Agents has the meaning provided in the preamble of this Agreement.
Interests of the beneficiaries means the beneficial interests provided in the terms of the trust.
law enforcement means the prevention, detection or investigation of terrorist offences or other serious criminal offences;
Assignment of Agreements means that certain Assignment of Agreements, Licenses, Permits and Contracts, dated as of the date hereof, from Borrower, as assignor, to Lender, as assignee.
the other party means, with respect to the Company, Parent and means, with respect to Parent, the Company.
Managing Agents as defined in the preamble hereto.
Collateral Agent Fees means the fees due to the Collateral Agent pursuant to the Collateral Agent and Collateral Custodian Fee Letter.
Collateral Agents means the Credit Agreement Collateral Agent, the Initial Additional First Lien Collateral Agent and each Additional Collateral Agent.
Segregation of Duties means the assignment of different people in the responsibility of authorising transactions, recording transactions and maintaining custody of assets with the intention of reducing the opportunities to allow any person to be in a position to both perpetrate and conceal fraud or error due to fraud in the normal course of their duties.
Miscellaneous Interests means the interests of the Optionor in all property, assets and rights (other than the Property) ancillary to the Property to which the Optionor is entitled including, but not limited to, the interests of the Optionor in:
Related Claims means all Claims for Wrongful Acts based upon, arising out of, resulting from, or in any way involving the same or related facts, circumstances, situations, transactions or events or the same or related series of facts, circumstances situations, transactions or events, whether related logically, causally or in any other way.
statutory provision means a provision of an Act or of an instrument made under an Act.
Punitive Damages are those damages awarded as a penalty, the amount of which is neither governed nor fixed by statute.
Borrower’s Books are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.
Exchange Rights shall have the meaning set forth in Paragraph 2 hereof.