Definitions

Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Management Agreement. In addition, the following terms shall have the respective meanings assigned to them below, unless otherwise indicated:

Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the LLC Agreement.

Definitions. The following terms shall, when used in this Agreement, have the meanings as set forth below: "Affiliate" means, with reference to a specified Person: (a) a Person that, directly or indirectly, controls, is controlled by, or is under common control with the specified Person; or (b) any Person that is an officer, director, general partner, manager, or trustee of, or serves in a similar capacity with respect to, the specified Person, or for which the specified Person is an officer, director,... general partner, manager, or trustee, or serves in a similar capacity. "Brands" means: (a) trademarks, service marks and trade names, including, without limitation, those listed in Exhibit A; (b) copyrights and design rights; (c) domain names relating thereto (to be coordinated with Licensor's use thereof); (d) common law rights and goodwill associated with each of the foregoing; and (e) applications and registrations for each of the foregoing. "Event" means any festival, concert, or other event offered under any of the Licensed Brands and taking place in North America. "Licensee Entity" means (a) the Licensee or (b) any Person to which the Licensee (or a sub-licensee of the right to use any Licensed Brands) has, in accordance with this Agreement, sub-licensed the right to use any Licensed Brands. "Licensor Subsidiary Licensee" means any subsidiary of Licensor that is a licensee under a license agreement pursuant to which such subsidiary receives a license to use a Brand, in such subsidiary's capacity as a licensee thereunder. "Licensor Subsidiary Licensor" means any subsidiary of Licensor that is a licensor under a license agreement pursuant to which such subsidiary has licensed a Brand, in such subsidiary's capacity as a licensor thereunder. "Licensed Brands" means: all Brands that the Licensor (directly or through a Licensor Subsidiary Licensor or a Licensor Subsidiary Licensee) has (or in the future obtains) the rights to use in North America, whether now in existence or hereafter developed or acquired. "Multi-day Event" means an Event that occurs on a series of days, which may or may not be consecutive. "North America" means Canada, Mexico and the United States. 2 "North America-only Contract" means any contract or arrangement between the Licensor or an Affiliate of the Licensor and another Person regarding the use of a Brand by such Person in North America only. "North America-only In-license Contract" means a North America-only Contract pursuant to which a Licensor Subsidiary Licensee receives a license to use a Brand from a Third Party. "North America-only Out-license Contract" means a North America-only Contract pursuant to which a Licensor Subsidiary Licensor licenses to a Third Party the right to use a Brand. "North America-plus Contract" means any contract or arrangement between a Licensor Subsidiary Licensor or a Licensor Subsidiary Licensee, on the one hand, and another Person, on the other, regarding the use of a Brand in North America and in one or more jurisdictions other than North America. "North America-plus In-license Contract" means a North America-plus Contract pursuant to which a Licensor Subsidiary Licensee receives a license to use a Brand from a Third Party. "North America-plus Out-license Contract" means a North America-plus Contract pursuant to which a Licensor Subsidiary Licensor licenses a Third Party the right to use a Brand. "Person" means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a governmental entity or any other entity or body. "Products" means the merchandise and other products and articles offered under any of the Licensed Brands in North America or offered in connection with any Event. "Promote" means to promote, market, produce, develop, originate, use, sell, exploit or operate (or any of the foregoing). "Promotion" has a meaning correlative to the foregoing sentence. "SPA" means the Stock Purchase Agreement, dated the date hereof, between SFX and One of Us. "Territory" means North America. "Third Party" means, as of a given time of determination, a Person that is not an Affiliate of the Licensor at such time. View More

Definitions. (a) Section 1.01 of the Credit Agreement is hereby amended by amending and replacing the following definitions in their entirety as follows: (i) "Amendment No. 2 Interim Period Termination Date" shall mean the earliest to occur of: (1) April 30, 2010; (2) the date upon which a Default other than a Specified Default occurs under this Agreement or there is any breach of the terms of Section 9.03 of this Agreement or Amendment No. 2 by the Borrower; and (3) the failure by the Borrower to comply... with any of the conditions or covenants in Section 9.03(b). (ii) "Working Capital Commitment Period" shall mean the period commencing on the Closing Date and ending on the earlier to occur of (y) April 30, 2010, as such period may be extended by the Working Capital Facility Lenders annually thereafter up to the Final Maturity Date and (z) the termination of all Working Capital Commitments pursuant to Section 2.04 or Section 9.01. View More

Definitions. (a) "Board" means the Board of Directors of the Company. (b) "Cash Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of holding cash contributions pending investment in Stock. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code will be deemed to include successor provisions thereto and regulations thereunder. (d) "Custodian" means Smith Barney Inc., or such successor thereto... as may be appointed by the Board. (e) "Earnings" means that portion of a Participant's salary or wages which is designated as "regular pay" under the payroll system of the Company and its Subsidiaries and received by a Participant for services rendered during a specified pay period during which time the Participant participated in the Plan. (f) "Enrollment Date" means the first business day of each Offering Period. (g) "Fair Market Value" means the closing sale price of Stock reported in the table entitled "Nasdaq National Market Issues" or any successor table in the Wall Street Journal (or, if Stock is then principally traded on a national securities exchange, in the table reporting composite transactions for such exchange) for such date or, if no shares of Stock were traded on that date, on the next preceding day on which there was such a trade. (h) "Offering Period" means the three-month period beginning on January 1, April 1, July 1, or October 1 of each year, with the first Offering Period to begin on the first such date after the Company's Stock is publicly traded on the Nasdaq National Market or a national securities exchange. (i) "Participant" means an employee of the Company or a Subsidiary who is participating in the Plan. (j) "Purchase Date" means the fifth business day after the end of each Offering Period. (k) "Purchase Right" means a Participant's option to purchase shares which is deemed to be outstanding during an Offering Period. A Purchase Right represents an "option" as such term is used under Section 423 of the Code. (l) "Stock" means the Company's Apollo Education Group Class A common stock, no par value per share, and such other securities as may be substituted or resubstituted for Stock under Section 4. (m) "Stock Account" means the account maintained on behalf of the Participant by the Custodian for the purpose of holding Stock acquired upon investment under the Plan. (n) "Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. View More

Definitions. All capitalized terms used herein, except as modified or defined in this Fourth Amendment, shall have the meaning given to such terms in the Agreement or in the Security Agreement as applicable.

Definitions. Contained in this Agreement are equally applicable to the singular and plural forms of the terms defined.

Definitions. The following terms shall have the meanings set forth in this §1 or elsewhere in the provisions of this Agreement referred to below: Act. See §2.2. Actionable Default. Any Event of Default under and as defined in the Credit Agreement or Event of Default under and as defined in any of the Indentures. Agent. As defined in the preamble hereto and shall include any replacement or successor Agent under the Original Credit Agreement, or any like agent(s) (or replacement(s) thereof or... successor(s) thereto) under any other Credit Agreement. Agreement. This Collateral Agency Agreement. Bank Debt. The "Obligations" as defined in the Original Credit Agreement, or any like term of the same meaning contained in any replacement of the Original Credit Agreement. Bank Debt shall include all obligations, liabilities and indebtedness (including, without limitation, principal, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrowers or the Pledgor at the rate provided for in the respective -3- documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing to the Agent and the Lenders under the Credit Agreement and any other documents executed in connection therewith and the due performance and compliance by the Borrowers with all of the terms, conditions and agreements contained in the Credit Agreement and any other documents executed in connection therewith; (ii) any and all sums advanced by the Agent in accordance with the Credit Agreement or any of the Security Documents in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Borrowers referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. Bank Loan Documents. The "Loan Documents", as defined in the Original Credit Agreement, or any like term of the same meaning contained in any other Credit Agreement. Borrowers. As defined in the preamble hereto. Business Day. Any date for which banks are open for business in New York, New York. Collateral. Any of the properties and assets of whatever nature, tangible or intangible, now owned or existing or hereafter acquired or arising, of the Borrowers and their subsidiaries in which any of the Borrowers and their respective subsidiaries have at the time of reference granted a Lien to the Collateral Agent to secure the Bank Debt and the Debenture Debt and which has not been released pursuant to the terms hereof, including the Collateral under the Pledge Agreement. Collateral Agent. As defined in the preamble hereto unless and until a successor Collateral Agent shall have been appointed pursuant to §5.4 hereof, and thereafter "Collateral Agent" shall mean such successor Collateral Agent. Credit Agreement. The Original Credit Agreement and the other Loan Documents (as defined therein), and any agreement or agreements designated as a "Credit Agreement" or other "Loan Documents" hereunder by written notice by the Borrowers to the Collateral Agent with the written consent of the Agent and governing Indebtedness permitted under the Indentures all or part of which was incurred to refund, refinance or replace all or any portion of the Indebtedness under the Original Credit Agreement, as the same may hereafter be amended, renewed, extended, restated, supplemented or otherwise modified (including by increasing the amount of Indebtedness thereunder or by otherwise providing additional financing to the Borrowers) from time to time to the extent permitted by the Indentures. Credit Documents. Collectively, the Credit Agreement, the Indentures, and the Security Documents. Debenture Debt. Collectively, the New Debenture Debt and the Existing Debenture Debt. Debentures. Collectively, the New Debentures and the Existing Debentures. -4- Existing Debenture Debt. (i) All obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrowers or the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing to the Existing Trustee and the holders of Existing Debentures under the Existing Debentures, the Existing Indentures and any other documents executed in connection therewith and the due performance and compliance by the Borrowers with all of the terms, conditions and agreements contained in the Existing Debentures, the Existing Indentures and any other documents executed in connection therewith; (ii) any and all sums advanced by the Existing Trustee in accordance with the Existing Indentures or any of the Security Documents in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Borrowers referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Existing Trustee of its rights hereunder, together with reasonable attorneys' fees and court costs. Existing Debentures. As defined in the preamble hereto. Existing Indentures. As defined in the preamble hereto and shall include any amendment or supplement thereof. Existing Trustee. As defined in the preamble hereto and shall any replacement or successor Trustee under the Existing Indentures. Indentures. Collectively, the New Indenture and the Existing Indentures. Lenders. As defined in the preamble hereto, together with their respective successors and assigns, and shall include any replacement or successive lenders under the Credit Agreement. Lien. Any consensual mortgage, security deed, deed of trust, pledge, lien, security interest or other voluntary encumbrance, whether now existing or hereafter created, acquired or arising. New Debenture Debt. (i) All obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of the Borrowers or the Pledgor at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) owing to the New Trustee and the holders of New Debentures under the New Debentures, the New Indenture and any other documents executed in connection therewith and the due performance and compliance by the Borrowers with all of the terms, conditions and agreements contained in the New Debentures, the New Indenture and any other documents executed in connection therewith; (ii) any and all sums advanced by the New Trustee in accordance with the New Indenture or any of the Security Documents in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any -5- proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of the Borrowers referred to in clause (i) above, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the New Trustee of its rights hereunder, together with reasonable attorneys' fees and court costs. New Debentures. As defined in the preamble hereto. New Indenture. As defined in the preamble hereto and shall include any amendment or supplement thereof. New Trustee. As defined in the preamble hereto and shall include any replacement or successor Trustee under the New Indenture. Notice of Actionable Default. A notice by a Requisite Party delivered to the Collateral Agent, stating that an Actionable Default has occurred. A Notice of Actionable Default shall be deemed to have been given when the notice referred to in the preceding sentence has actually been received by the Collateral Agent and to have been rescinded when the Collateral Agent has actually received from the notifying Requisite Party a notice withdrawing such Notice. A Notice of Actionable Default shall be deemed to be outstanding at all times after such Notice has been given until such time, if any, as such Notice has been rescinded. Person. Any individual, corporation, partnership, trust, unincorporated association, business or other legal entity, and any government or any governmental agency or political subdivision thereof. Pledge Agreement. The Pledge Agreement dated as of the date hereof between the Pledgor and the Collateral Agent. Pledgor. As defined in the preamble hereto. Requisite Parties. The Agent and the New Trustee. Secured Obligations. Collectively, (a) the Bank Debt (unless and until the Agent has given notice in writing to the Collateral Agent that either (i) the Bank Debt has been paid in full and all commitments under the Credit Agreement have been reduced to zero or (ii) the Bank Debt otherwise no longer constitutes Secured Obligations under the Security Documents), (b) the New Debenture Debt (unless and until the New Trustee has given notice in writing to the Collateral Agent that either (i) the New Debenture Debt has been paid in full or (ii) the New Debenture Debt no longer constitutes Secured Obligations under the Security Documents) and (c) the Existing Debenture Debt (unless and until the Existing Trustee has given notice in writing to the Collateral Agent that either (i) all or any portion of the Existing Indenture Debt has been paid in full or (ii) all or any portion of the Existing Debenture Debt no longer constitutes Secured Obligations under the Security Documents or is otherwise no longer entitled to the benefits of the Collateral, including, without limitation, as a result of the amendment of the applicable Existing Indenture to no longer require that such Existing Debenture Debt be secured by the Collateral). Secured Party Representatives: The Agent, the New Trustee and the Existing Trustee. -6- Secured Parties. The Agent, the Lenders, the New Trustee, the holders of New Debentures, the Existing Trustee, and the holders of the Existing Debentures. Security Documents. The Pledge Agreement and any instrument or agreement pursuant to which a Lien in Collateral is created or arises to secure the Bank Debt and the Debenture Debt. Trustees. Collectively, the New Trustee and the Existing Trustee. View More

Definitions. (b) "Territory" shall mean the countries of Kingdom of Saudi Arabia and any other countries mutually agreed upon in writing. (c) "Trademarks" shall mean those trademarks and trade names, whether registered in the Territory or not, labeling, trade dress, logos, tag lines, packaging and devices which are owned by, licensed or assigned to BIOSHAFT and which are applied to or used with the Products by BIOSHAFT.

Definitions. In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have the following meanings, respectively, unless the context hereof otherwise clearly requires: (a) "Closing" shall mean the consummation of the purchase and sale of all of the Premises (as defined below) in accordance with the terms of this Agreement. "Closing Date" shall mean the date on which the Closing actually occurs. (b) "Due Diligence Materials" shall mean any... environmental reports, surveys, Policies or Title Commitments, zoning and setback information, property condition reports or investigations and any other reports or investigations obtained or conducted by Buyer, or delivered by Seller with respect to the Properties. (c) Intentionally omitted. (d) "Effective Date" of this Agreement shall mean that date upon which the last of the Buyer and Seller has executed this Agreement. (e) "Escrow Agent" shall mean LandAmerica Commercial Services by and through its National Division, whose address is set forth in Section 17 below. 1 (f) "Guarantor" shall mean Susser Holdings Corporation, a Delaware corporation and Stripes LLC, a Texas limited liability company. (g) "Guaranty" shall mean that certain Guaranty of Lease to be entered into for each of the respective Premises in the form attached as Exhibit F. (h) "Hazardous Materials" shall mean all toxic or hazardous materials, chemicals, wastes, pollutants or similar substances, including, without limitation, Petroleum (as hereinafter defined), asbestos insulation and/or urea formaldehyde insulation, which are regulated, governed, restricted or prohibited by any federal, state or local law, decision, statute, rule, regulation or ordinance currently in existence or hereafter enacted or rendered (hereinafter collectively referred to as the "Hazardous Materials Laws") including, but not limited to, those materials or substances defined as "hazardous substances," "hazardous materials," "toxic substances" or "pollutants" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., and any applicable statutes, ordinances or regulations under the laws of the State in which each of the Premises are located, and any rules and regulations promulgated thereunder, all as presently or hereafter amended. "Petroleum" for purposes of this Agreement shall include, without limitation, oil or petroleum of any kind and in any form including but not limited to oil, petroleum, fuel oil, oil sludge, oil refuse, oil mixed with other waste, crude oil, gasoline, diesel fuel and kerosene. (i) "Improvements" shall mean the building(s) on each of the Premises and other related improvements to be occupied by Tenant pursuant to the terms of the respective Lease, and all appurtenances thereto, including but not limited to all pavement, accessways, curb cuts, parking, drainage systems and facilities, landscaping, and utility facilities and connections for sanitary sewer, potable water, irrigation, electricity, telephone and natural gas, if applicable or required by the Lease, to the extent the same form a part of the Premises, including: (i) canopies on the pump islands, if any, (ii) the car wash, if any, and (iii) the underground petroleum storage tanks and pipelines, if any, located on or under the Premises. (j) Intentionally omitted. (k) "Inspection Period" shall mean that period of time starting on the Effective Date of this Agreement and terminating ten (10) days following the date upon which Buyer has received and reviewed the last of the following items: (1) copies of the documents and materials regarding each of the respective Premises which Seller is required to furnish to Buyer pursuant to Section 5(a) of this Agreement; and (2) those due diligence items listed in Section 5(b)(ii) and (iii) of this Agreement. (l) "Lease" shall mean the respective Lease Agreement to be entered into for each of the respective Premises between Buyer, as Landlord, and Seller as Tenant, as lessee in the form attached hereto as Exhibit C and including the following terms: initial term of twenty (20) years with five (5) five-year options to renew; initial annual rent of eight and one/half 2 percent (8.5%) of the allocated Purchase Price; with a rent increase in year 6 equal to the lesser of CPI or ten percent (10%) and with a rent increase beginning in year 11 and every five (5) years thereafter including any option periods equal to the lesser of CPI or seven and one-half percent (7.5%); cross-default provision if any of the Leases entered into pursuant to this Agreement are in default, landlord, at its option, can provide notice that all other Leases are in default. (m) "Permitted Exceptions" shall mean those items described on Exhibit B attached hereto and those items agreed to by Buyer and Seller during its Inspection Period with respect to title for each of the Premises. (n) "Planned Merger and Planned Merger Date" shall have the meanings set forth in Section 5(c). (o) "Premises" shall mean, individually or collectively, each of the thirteen (13) separate parcels of real property being more particularly described on Exhibit A attached hereto and by reference incorporated herein, together with all of the Improvements, tenements, hereditaments and appurtenances belonging or in any way appertaining to such real property, and all of Seller's rights, title and interest in and to (i) any and all property lying in the bed of any street, road or avenue, open or proposed, in front of or adjoining such real property to the center line thereof, (ii) any strips and gores of land adjacent to, abutting or used in connection with such real property, and (iii) any easements and rights, if any, inuring to the benefit of such real property or to Seller in connection therewith. "Properties" shall collectively mean all of the thirteen (13) Premises to be sold pursuant to this Agreement. (p) "Purchase Price" shall mean the total purchase price of all of the Properties which is $51,502,767.00, which purchase price is comprised of the individual purchase prices as set forth on Exhibit A. (q) "Survey" shall mean either a new ALTA as built survey of the Premises ordered by the Buyer or a prior ALTA as built survey which otherwise meets the requirements as set forth in Section 5(b)(ii) hereof. (r) "Tenant" shall mean TOWN & COUNTRY FOOD STORES, INC., a Texas corporation. (s) "Title Company" shall mean LandAmerica Commercial Services by and through its National Division Office, which shall issue the owner's policy of title insurance required hereunder. View More