Definitions

Definitions. For purposes of this Agreement all terms defined in this Agreement (including other exhibits to this Agreement) will be used in this Agreement without further definition. In addition, when delineated with initial capital letters, the following terms will have the following respective meanings: a) "Commercial Business" means the engraving of promotional products. b) "Crystal Blanks" means Crystal Products prior to subsurface engraving. c) ... "Crystal Products" means leaded or optical glass materials which have been etched by subsurface engraving by Laser Equipment. d) "Insurance Requirements" shall mean all terms of any Insurance policy obtained by Owner or Crystal Magic covering or applicable to the Laser Equipment, the Retail Center or the Laser Decorative Engraving Business. e) "Laser Equipment" means laser subsurface engraving machines. f) "Laser Decorative Engraving Business" means the etching of the Crystal Blanks. For purposes of this Agreement, Laser Decorative Engraving Business shall exclude Commercial Business. g) "Legal Requirements" shall mean all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, and requirements of all governmental authorities, foreseen or unforeseen, which now or at any time hereafter may be applicable to the Retail Centers or the Laser Decorative Engraving Business, including (a) all federal, state, and local laws, regulations, and ordinances pertaining to employment laws, (b) all federal, state, and local laws, regulations, and ordinances pertaining to tax matters; and (c) all laws, codes, and regulations pertaining to zoning, land use, healthy or safety. h) "Licensed Decorative Products" means Crystal Products which are used for decorative purposes under a Patent Sub-License Agreement ("Patent Sublicense") to which Owner is a party. i) "Operative Documents" means this Agreement, the Confidentiality and Non-Circumvention Agreement, the Security Agreement, and all other agreements, instruments, documents, exhibits, schedules and certificates executed and delivered by or on behalf of Owner or Crystal Magic pursuant to this Agreement j) "Retail Business" means the sale of Crystal Products at Retail Centers to final customers (consumers). k) "Retail Centers" means the locations where the Crystal Products are sold to consumers. l) "Theme Park" means any amusement complex such as Disneyland, Six Flags, Sea World, but shall exclude gaming and general vacation sites. m) "Wholesale Business" means the production of Crystal Products which are not sold directly to final customers in a Retail Center. With respect to any Business of Crystal Magic, the definitions of its Business shall include the Business activities of Crystal Magic as well as its subsidiaries, partners, affiliates, owners, and other entities in common control (whether wholly or in part) with Crystal Magic. View More

Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Formation Document.

Definitions. For purposes of this Agreement, the terms defined in Exhibit A shall have the defined meanings set forth in Exhibit A. Unless otherwise noted, all dollar amounts are quoted in US dollars.

Definitions. Any expense, liability, or loss, including attorneys' fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, paid or incurred in connection with investigating, defending, being a witness in, or participating in (including on appeal), or preparing for any... of the foregoing in, any Proceeding relating to any Indemnifiable Event. View More

Definitions. Any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee is or was a director of the Company, or while a director is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic... corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company, as described above. View More

Definitions. The terms used in this Agreement shall be defined as set forth in Schedule 1. Terms not defined herein shall have the meanings ascribed to them in the Loan Account Program Agreement.

Definitions. The terms used in this Agreement shall be defined as set forth in Schedule 1.

Definitions. Commitments of Lenders 10 (a) Terms of Commitment 10 (b) Procedure for Borrowing 10 (c) Letters of Credit 11 (d) Procedure for Obtaining Letters of Credit 12 (e) Outstanding Letters of Credit 12 ... (f) Voluntary Reduction of Commitment 12 (g) Mandatory Borrowing Base Reductions 13 (h) Several Obligations 13 (i) Type and Number of Advances 13 3. Notes Evidencing Loans 13 (a) Form of Notes 13 (b) Issuance of Additional Notes 13 (c) Interest Rates 14 (d) Payment of Interest 14 (e) Payment of Principal 14 (f) Payment to Lenders 14 (g) Sharing of Payments, Etc 14 (h) Non-Receipt of Funds by Agent 14 4. Interest Rates 15 (a) Options. 15 (b) Interest Rate Determination 16 (c) Conversion Option 16 (d) Recoupment 16 (e) Interest Rates Applicable After Default 16 5. Special Provisions Relating to Loans 17 (a) Unavailability of Funds or Inadequacy of Pricing 17 (b) Change in Laws 17 (c) Increased Cost or Reduced Return 17 (d) Discretion of Lender as to Manner of Funding 19 (e) Breakage Fees 20 6. Collateral Security 20 7. Borrowing Base 21 (a) Initial Borrowing Base 21 (b) Subsequent Determinations of Borrowing Base 21 8. Unused Commitment Fee 23 9. Prepayments 23 (a) Voluntary Prepayments 23 (b) Mandatory Prepayment For Borrowing Base Deficiency 23 10. Representations and Warranties 24 (a) Organization and Qualification 24 (b) Power and Authority 24 (c) Binding Obligations 24 i Page No. (d) No Legal Bar or Resultant Lien 24 (e) No Consent 24 (f) Financial Condition 25 (g) Liabilities 25 (h) Litigation 25 (i) Taxes; Governmental Charges 25 (j) Titles, Etc 25 (k) Defaults 26 (l) Casualties; Taking of Properties 26 (m) Use of Proceeds; Margin Stock 26 (n) Location of Business and Offices 27 (o) Compliance with the Law 27 (p) No Material Misstatements 27 (q) Not A Utility 27 (r) ERISA 27 (s) Intentionally Deleted 27 (t) No Subsidiaries 28 (u) Environmental Matters 28 (v) Liens 28 (w) Solvency 28 (x) Insurance 28 11. Conditions of Lending 29 12. Affirmative Covenants 31 (a) Financial Statements and Reports of Borrower, Guarantor 31 (b) Hedging Report 31 (c) Additional Information 31 (d) Certificates of Compliance 31 (e) Taxes and Other Liens 32 (f) Compliance with Laws 32 (g) Further Assurances 32 (h) Performance of Obligations 32 (i) Insurance 33 (j) Accounts and Records 33 (k) Right of Inspection 33 (l) Notice of Certain Events 33 (m) Environmental Reports and Notices 34 (n) Compliance and Maintenance 34 (o) Operation of Properties 34 (p) Compliance with Leases and Other Instruments 35 (q) Certain Additional Assurances Regarding Maintenance and Operations of Properties 35 (r) Sale of Certain Assets/Prepayment of Proceeds 35 (s) Title Matters 36 (t) Change of Principal Place of Business 36 (u) Additional Collateral 36 13. Negative Covenants 36 ii Page No. (a) Negative Pledge 36 (b) Current Ratio 37 (c) Consolidations and Mergers 37 (d) Limitations on Additional Indebtedness 37 (e) Restricted Payments 38 (f) Rate Management Transactions 38 (g) Certain Transactions 39 (h) Intentionally Deleted 39 (i) Limitation on Investments and New Business 39 (j) Limitation on Credit Extensions 39 (k) Fiscal Year 39 (l) Certain Agreements 39 (m) Lines of Business 39 14. Events of Default 39 15. Agent and Lenders 42 (a) Appointment and Authorization 42 (b) Note Holders 42 (c) Consultation with Counsel 43 (d) Documents 43 (e) Resignation or Removal of Agent 43 (f) Responsibility of Agent 43 (g) Independent Investigation 45 (h) Indemnification 45 (i) Benefit of Section 15 45 (j) Pro Rata Treatment 45 (k) Assumption as to Payments 46 (l) Other Financings 46 (m) Interests of Lenders 46 (n) Investments 46 (o) Delegation to Affiliates 47 (p) Execution of Collateral Documents 47 (q) Collateral Releases 47 16. Exercise of Rights 47 17. Notices 47 18. Expenses 48 19. Indemnity 48 20. Non-Liability of Lenders 49 21. Governing Law 49 22. Invalid Provisions 49 23. Maximum Interest Rate 49 24. Amendments 50 25. Multiple Counterparts 50 26. Conflict 51 27. Survival 51 28. Parties Bound 51 29. Assignments and Participations 51 View More

Definitions. 1.1 "Affiliate" means any entity that directly or indirectly owns, is owned by, or is under the common ownership with a Party, at any time during the term of this Agreement. "Owns", "owned" or "ownership" means direct or indirect possession of more than fifty percent (50%) of the votes of holders of a corporation's voting securities, or a comparable equity or other ownership interest in any other type of entity; provided that for the purposes of this Agreement, MPM and its Affiliates shall not... constitute Affiliates of MSC or its Affiliates, and vice-versa. View More

Definitions. Unless otherwise herein, capitalized terms used herein and not defined shall have the meanings specified in the Agreement.