Definitions

Definitions. Section 1.1 (Definitions) of the Loan Agreement is hereby amended as follows: (a) by deleting the reference to "$4,000,000" in clause (b)(x) of the definition of "Permitted Distribution" and substituting "$5,000,000" in lieu thereof. (b) by deleting the reference to "$15,000,000" in clause (b)(y) of the definition of "Permitted Distribution" and substituting "$20,000,000" in lieu thereof. (c) by adding the following new definitions in the appropriate alphabetical order: Amendment Effective Date... — November 20, 2007. View More

Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Loan Agreement.

Definitions. Unless otherwise defined herein, capitalized terms are used herein as defined in the Credit Agreement unless the context otherwise requires.

Definitions. The definitions and provisions contained in the Definitions (as such term is defined in the Master Confirmation) and in the Master Confirmation are incorporated into this Amendment. In the event of any inconsistency between those definitions and provisions and this Amendment, this Amendment will govern.

Definitions. In this Agreement, unless expressly stated otherwise: (a) all capitalized terms used in this Agreement shall, unless otherwise specified in this Agreement, have the same meanings ascribed to them in the License Agreement; (b) the provisions under the headings of 'Insurance', 'Intellectual Property Rights', 'Compliance and Ethical Conduct' and 'Confidentiality and Limitation on Use' in the License Agreement shall also apply in this Agreement mutatis mutandis; (c) 'Agreement' means this document... and includes its recitals and Schedules and all Purchase Orders entered into by the Parties; (d) references to this Agreement or any other document include references to this Agreement or that document as varied, supplemented, or replaced from time to time; (e) references to days means calendar days. However, any right, duty or obligation in this Agreement that falls on a Saturday, Sunday, bank holiday or public holiday in the United States or Japan shall be deemed to fall on the immediately following business day; (f) headings are inserted for convenience only and shall be ignored in construing this Agreement; (g) references to the singular include the plural, and vice versa; (h) any phrase introduced by the terms 'include', 'includes', 'including', 'in particular' or any other similar expression (whether or not they are followed by 'without limitation' or the like) shall be construed as illustrative and does not limit the sense of the words preceding these terms; and (i) ambiguities, if any, in this Agreement will not be construed against either Party, irrespective of which Party may be deemed to have authored the ambiguous provision. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favour of or against either Party. View More

Definitions. For purposes of this Agreement, the terms appearing in Annex I shall have the meaning set forth therein. Other terms may be defined elsewhere in this Agreement.

Definitions. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meanings ascribed to such terms in the Side Letter or the Credit Agreement, as applicable.

Definitions. Capitalized terms appearing in this Lease, unless defined elsewhere in this Lease or in the Lease Summary, shall have these definitions:

Definitions. Unless the context otherwise requires, the terms defined in this Section 9 shall have the meanings specified for all purposes of this Agreement. Except as otherwise expressly provided, all accounting terms used in this Agreement, whether or not defined in this Section 9, shall be construed in accordance with GAAP. If and so long as the Company has one or more Subsidiaries, such accounting terms shall be determined on a consolidated basis for the Company and each of its Subsidiaries, and the... consolidated financial statements and other financial information to be furnished by the Company pursuant to this Agreement shall be consolidated and presented with consolidating financial statements of the Company and each of its Subsidiaries. View More

Definitions. Capitalized terms not otherwise defined that are defined in the DCC shall have the meaning set forth therein. In addition to any other terms defined elsewhere in this Agreement, the following terms shall have the following meanings: "Accounts" shall mean all accounts as that term is defined in the DCC and all rights of each Pledgor now existing and hereafter acquired to payment for goods sold or leased or for services rendered that are not evidenced by an Instrument or Chattel Paper, whether... or not earned by performance, together with (i) all security interests or other security held by or granted to any Pledgor to secure such rights to payment, (ii) all other rights related thereto (including rights of stoppage in transit) and (iii) all rights in any of such sold or leased goods that are returned or repossessed. "Chattel Paper" shall mean all chattel paper as that term is defined in the DCC and any document or documents that evidence both a monetary obligation and a security interest in, or a lease or consignment of, specific goods (except, however, that when a transaction is evidenced both by a security agreement or a lease and by an Instrument or series of lnstruments, the group of documents taken together constitute Chattel Paper). "Collateral" shall mean all of the following assets (whether now owned or existing or hereafter acquired or arising): (a) all of each Pledgor's Accounts, together with all Chattel Paper, Contract Rights, Deposit Accounts, Documents, General Intangibles and Instruments related to each Pledgor's Accounts; (b) all of each Pledgor's books and records (in whatever form or medium), customer lists, credit files, computer files, programs, printouts, source codes, software and other computer materials and records related to the Pledgor's Accounts; and (c) all Proceeds (including, without limitation, all proceeds as that term is defined in the DCC), insurance proceeds, unearned premiums, tax refunds, rents, profits and products related to each Pledgor's Accounts. The Collateral shall exclude, however, any intellectual property that is expressly prohibited by its terms from being pledged as security or that terminates upon being pledged (but only to the extent of and until the termination of such prohibition or until such property is no longer subject to termination). "Contract Rights" shall mean any right to payment under a contract not yet earned by performance and not evidenced by an Instrument or Chattel Paper. "Documents" shall mean all documents as that term is defined in the DCC, related to the Collateral, together with any other document that in the regular course of business or financing is treated as adequately evidencing that the person or entity in possession of it is entitled to receive, hold and dispose of such document and the goods it covers. "General Intangibles" shall mean all general intangibles as that term is defined in the DCC and all payment intangibles and all intangible personal property of every kind and nature other than Accounts (including, without limitation, all Contract Rights, other rights to receive payments of money). "Instruments" shall mean all negotiable instruments (as that term is defined in the UCC), and any replacements therefore and other writings that evidence rights to the payment of money (whether absolute or contingent) and that are not themselves security agreements or leases and are of a type that in the ordinary course of business are transferred by delivery with any necessary endorsement or assignment (including, without limitation, all checks, drafts, notes, bonds, debentures, government securities, certificates of deposit, letters of credit, preferred and common stocks, options and warrants). "Proceeds" shall mean all proceeds (as that term is defined in the UCC) and any and all amounts or items of property received when any Collateral or proceeds thereof are sold, exchanged, collected or otherwise disposed of, both cash and non-cash, including proceeds of insurance, indemnity, warranty or guarantee paid or payable on or in connection with any Collateral. "UCC" shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction. View More