Definitions

Definitions. The following capitalized terms shall have the following meanings for purposes of this Agreement.

Definitions. (b)The following terms shall have the following meanings: "Code" means the Uniform Commercial Code from time to time in effect in the State of New York. "Collateral" means (i) the Pledged Interests, (ii) all General Intangibles arising out of or constituted by the LLC Agreement in respect of the Pledged Interests, (iii) all Accounts arising out of the LLC Agreement in respect of any Pledged Interests, and (iv) to the extent not otherwise included, all Proceeds of any and all of the foregoing.... "Documents" means this Pledge Agreement, the Securities Purchase Agreement, the Note, the other Related Agreements and all other documents, instruments, agreements and certificates at any time delivered by any Person executed in connection herewith or therewith. "Event of Default" shall have the meaning given to such term in Section 9. "Governmental Authority" means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Issuers" shall have the meaning given to such term in Section 5(a). "LLC Agreement" means the Amended and Restated Regulations of Eagle Domestic Drilling Operations LLC, a Texas limited liability company, dated as of August ___, by and between Eagle Domestic Drilling Operations LLC and Pledgor, as amended, restated, supplemented and otherwise modified from time to time in accordance with the terms thereof. "Permitted Transfer" means any sale, assignment, transfer, exchange or other disposition of any Pledged Interests by Pledgor or any permitted successor or assign, whether in exchange for money or other property, gift, bequest or otherwise, permitted under the LLC Agreement and under the terms of this Pledge Agreement. "Person" means an individual, a partnership, a corporation (including a business trust), a joint stock company, a trust, an unincorporated association, a joint venture, a limited liability company, a limited liability partnership or other entity, or a government or any agency, instrumentality or political subdivision thereof. "Pledged Interests" means the interest of Pledgor listed on Schedule 1 hereto in the Issuers, including, without limitation, all of Pledgor's right, title and interest to participate in the operation or management of the Issuers, if any, and all of Pledgor's rights to properties, assets, membership interests and distributions under the LLC Agreement, if any, together with all certificates, options or rights of any nature whatsoever that may be issued or granted by the Issuers to Pledgor in respect of the Pledged Interests while this Pledge Agreement is in effect and any other limited liability company interest obtained by Pledgor in the Issuers during the term hereof. "Proceeds" means all "proceeds" as such term is defined in Section 9-102(a)(64) of the Code and, in any event, shall include, without limitation, all dividends or other income from the Pledged Interests, collections thereon or distributions with respect thereto. "Secured Obligations" means all unpaid principal of and interest on (including, without limitation, interest accruing at the then applicable rate provided in the Note after the maturity of the Note and interest accruing at the then applicable rate provided in the Note after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Pledgor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) all obligations and liabilities of Pledgor to Laurus under the Note and the other Documents and all other obligations and liabilities of Pledgor to Laurus, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Note, the other Documents, or any other document made, delivered or given in connection herewith or therewith, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to Laurus that are required to be paid by Pledgor pursuant to the terms of the Note and the other Documents). View More

Definitions. As used herein, the following terms shall have the following meanings: "Additional Employment Term" has the meaning set forth in Section 2(d)(i) of this Agreement. "Affiliate" means, when used with reference to a specified Person, any Person that directly or indirectly controls or is controlled by or is under common control with the specified Person. As used in this definition, "control" (including, with its correlative 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). With respect to any Person who is an individual, "Affiliates" shall also include, without limitation, any member of such individual's Family Group. "Base Salary" has the meaning set forth in Section 2(c)(i) of this Agreement. "Benefits" has the meaning set forth in Section 2(c)(ii) of this Agreement. "Board" means the Company's Board of Directors. "Bonus" means awards under the MIC Plan or a New MIC Plan. "Bonus Year" means an annual bonus period under the MIC Plan or a New MIC Plan. "Businesses" has the meaning set forth in Section 5(a) of this Agreement. "Cause" means the occurrence of any one of the following as determined by the Board: (i) a material breach of the Executive's covenants under Section 4 or Section 5 of this Agreement; (ii) the commission by the Executive of a felony, or any crime involving theft, dishonesty or moral turpitude; (iii) the commission by the Executive of act(s) or omission(s) which are willful and deliberate acts intended to harm or injure the business, operations, financial condition or reputation of the Company or any Affiliate of the Company; (iv) the Executive's disregard of the directives of the Board; (v) the Executive's drunkenness or use of drugs which interferes with the performance of the Executive's duties under this Agreement, which drunkenness or use of drugs continues after receipt of notice to the Executive from the Company of her violation of this provision; or (vi) any attempt by the Executive to secure any personal profit in connection with the business of the Company unless given prior written approval by unanimous consent of the Board. "Confidential Information" has the meaning set forth in Section 4(a)(i) of this Agreement. "Disability" means the inability, due to illness, accident, injury, physical or mental incapacity or other disability, of the Executive to carry out effectively her duties and obligations to the Company or to participate effectively and actively in the management of the Company for a period of at least 90 consecutive days or for shorter periods aggregating at least 150 days (whether or not consecutive) during any twelve-month period, as determined in the judgment of the Board. "Effective Date" means May 26, 2004. "Employment Period" has the meaning set forth in Section 2(d)(ii) of this Agreement. "Employment Term" has the meaning set forth in Section 2(d)(i) of this Agreement. "Family Group" means, with respect to any Person who is an individual: (i) such Person's spouse, former spouse and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing persons (collectively, "relatives") or (ii) the trustee, fiduciary or personal representative of such Person and any trust solely for the benefit of such Person and/or such Person's relatives. "Geographical Area" has the meaning set forth in Section 5(a) of this Agreement. 2 "Good Reason" for resignation by the Executive means her resignation because of: (i) a reduction in the annual base salary of the Executive, a material reduction in the employee benefits granted to the Executive, or a reduction in the Executive's percentage participation in the MIC Plan prior to the approval and adoption of a New MIC Plan or a reduction in the Executive's percentage participation in any New MIC Plan from the percentage previously awarded to the Executive if and when a New MIC Plan is approved and adopted, (ii) a material modification to the MIC Plan as in effect on the date hereof which adversely affects the determination of the Executive's bonus with respect to the 2004 calendar year or thereafter if the MIC Plan continues to be in effect for any calendar year after the 2004 calendar year unless such modification is generally applicable to all participants in the MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iii) a material modification to a New MIC Plan, which modification adversely affects the determination of the Executive's bonus for any calendar year for which such New MIC Plan is applicable, unless such modification is generally applicable to all participants in the New MIC Plan and such modification has been approved by (x) if the Board has less than three Management Board Members, then all such Management Board Members or (y) if the Board has three or more Management Board Members, then any two of such Management Board Members, (iv) a requirement that the Executive be based at any office or location more than 50 miles from Tulsa, Oklahoma, (v) a removal of the Executive as General Counsel and Secretary of the Company by action of the Board, or (vi) an assignment, by action of the Board, to the Executive of any duties and responsibilities that are substantially inconsistent with or materially diminish the Executive's position, in each case, other than with the consent of the Executive. "Initial Employment Period" has the meaning set forth in Section 2(d)(i) of this Agreement. "Management Board Member" means any member of the Board who is also a full-time employee of the Company or any of its Subsidiaries. "MIC Plan" means the Company's and its Subsidiaries' Management Incentive Compensation Plan for the 2004 calendar year and thereafter until a New MIC Plan is approved and adopted. "New MIC Plan" means the Company's and its Subsidiaries' Management Incentive Compensation Plan approved and adopted by the Board to be effective for any calendar year after 2004. "Noncompete Period" has the meaning set forth in Section 5(a) of this Agreement. "Person" means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof. 3 "Post-Termination Period" has the meaning set forth in Section 5(a) of this Agreement. "Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director, manager or a general partner of such partnership, limited liability company, association or other business entity. "Termination Date" means the date that the Executive ceases to be employed by the Company or any of its Subsidiaries for any reason. "Work Product" has the meaning set forth in Section 3 of this Agreement. View More

Definitions. As used in this Agreement, the following terms have the following meanings: "Agreement" and "this Agreement" means this Loan and Security Agreement and all Exhibits and Schedules hereto and all modifications and amendments to, extensions of, and replacements for this Agreement. "Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to... time by Lender as its "prime rate." The "prime rate" is a rate set by Lender based upon various factors including Lender's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Lender shall take effect at the opening of business on the day specified in the public announcement of such change. "Business Day" means any day other than a Saturday, Sunday or any other day on which commercial banks in Boston, Massachusetts are required or permitted by law to close. -7- LOAN AND SECURITY AGREEMENT "Code" means the Uniform Commercial Code as adopted and in effect in the Commonwealth of Massachusetts on the date hereof. "Collateral" has the meaning set forth in Section 2.1 above. "continuing" when used with reference to a Default or an Event of Default means that the Default or Event of Default has occurred and has not been either waived in writing by Lender or cured within any applicable cure period. "Default" means any event which with notice or passage of time or both, would constitute an Event of Default. "Equipment" means all of the following, now owned and hereafter acquired by Borrower: all "equipment" as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles, and any interest in any of the foregoing. "Event of Default" means any of the events set forth in Section 6.1 of this Agreement. "Existing SVB Loan Facility" means the loan facility being provided by SVB to Borrower under the SVB Loan Agreement. "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Lender on such day on such transactions as determined by Lender. "GAAP" means generally accepted accounting principles consistently applied in the United States. "Loan Documents" means this Agreement, the Note, the Warrant, and all other present or future instruments and agreements between Borrower and Lender relating hereto or thereto. "Material Adverse Change" means (i) a material adverse change in the business, operations, results of operations, assets, liabilities, condition or prospects of Borrower, (ii) the material impairment of Borrower's ability to perform the Obligations, or of Lender to enforce the Obligations or realize upon the Collateral, or (iii) a material adverse change in the value of the Collateral or the amount which Lender would be likely to receive in the liquidation of the Collateral. "Obligations" means all present and future Loans, advances, debts, liabilities, obligations, guaranties, covenants, duties and indebtedness at any time owing by Borrower or any of its subsidiaries or affiliates to Lender or its parent or any of its subsidiaries or affiliates, whether evidenced by this Agreement or any note or other instrument or document, whether arising from an extension of credit, loan, guaranty, indemnification or otherwise, whether direct or indirect (including, without limitation, those acquired by assignment and any participation by Lender in Borrower's indebtedness or obligations owing to others), absolute or contingent, due or to become due, including, without limitation, all interest, charges, expenses, fees, attorney's fees, expert witness fees, audit fees, loan fees, prepayment fees, and any other sums chargeable to Borrower under this Agreement or under any other present or future instrument or agreement between Borrower and Lender. "Person" means any individual, sole proprietorship, partnership, joint venture, trust, limited liability company, unincorporated organization, association, corporation, government, or any agency or political division thereof, or any other entity. "Representations" means the written Representations and Warranties previously delivered by Borrower to Lender dated as of the date hereof. "SVB Loan Agreement" means the Loan and Security Agreement dated August 20, 2002 between Borrower and SVB, as amended by a First Loan Modification Agreement dated August 5, 2003, and by a Second Loan Modification Agreement dated November 4, 2003, and all modifications permitted hereunder, and all extensions and renewals thereof. "Warrant" means all warrants to purchase stock of the Borrower assigned to Lender by ORIX previously, now or in the future, and all extensions and renewals thereof and replacements therefor. Other Terms. All accounting terms used in this Agreement, unless otherwise indicated, shall have the meanings given to such terms in accordance with GAAP. All other terms contained in this Agreement, unless otherwise indicated, shall have the meanings provided by the Code, to the extent such terms are defined therein. View More

Definitions. The definitions of certain of the capitalized terms used in this Lease are set forth in the Glossary of Defined Terms attached as Exhibit A.

Definitions. The following definitions shall be applicable throughout the Plan. (a) "Affiliate" means (i) any entity that directly or indirectly is controlled by, controls or is under common control with the Company or Carnival plc, and (ii) to the extent provided by the Committee, any entity in which the Company or Carnival plc has a significant equity interest. (b) "Award" means, individually or collectively, any Restricted Stock Award or Restricted Stock Unit Award. (c) "Award Agreement" means a... Restricted Stock agreement or Restricted Stock Unit agreement. (d) "Board" means the Board of Directors of the Company. (e) "Carnival plc" means the entity previously known as P&O Princess Cruises plc, a public limited company incorporated under the laws of England and Wales, and any successor thereto. (f) "Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any regulations under such section. (g) "Committee" means the Compensation Committee of the Board. (h) "Common Stock" means the common stock, par value $0.01 per share, of the Company and any stock into which such common stock may be converted or into which it may be exchanged. (i) "Combined Group" means the Company and Carnival plc and any successor thereto. (j) "Company" means Carnival Corporation, a corporation organized under the laws of the Republic of Panama, and any successor thereto. (k) "Date of Grant" means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization or, if there is no such date, the date indicated on the applicable Award Agreement. (l) "Disability means a Participant's total disability as defined below and determined in a manner consistent with Code Section 409A and the regulations thereunder: The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A Participant will be deemed to have suffered a Disability if determined to be totally disabled by the Social Security Administration. In addition, the Participant will be deemed to have suffered a Disability if determined to be disabled in accordance with a disability insurance program maintained by the Company, provided that the definition of disability applied under such disability insurance program complies with the requirements of Code Section 409A and the regulations thereunder. (m) "Effective Date" means January 1, 2001. (n) "Eligible Director" shall have the meaning assigned to it in Section 6. (o) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (p) "Fair Market Value", on a given date, means (i) if the Shares are listed on a national securities exchange, the average of the highest and lowest sale prices reported as having occurred on the primary exchange with which the Shares are listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Shares are not listed on any national securities exchange but is quoted in the Nasdaq National Market ("Nasdaq") on a last sale basis, the average between the high bid price and low ask price reported on the date prior to such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Shares are not listed on a national securities exchange nor quoted in the Nasdaq on a last sale basis, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Shares accurately and computed in accordance with applicable regulations of the Internal Revenue Service. (q) "Mature Shares" means Shares owned by a Participant which are not subject to any pledge or security interest and have either been held by the Participant for six months, previously acquired by the Participant on the open market or meet such other requirements as the Committee may determine are necessary in order to avoid an accounting earnings charge on account of the use of such Shares to pay the Option Price or satisfy any applicable withholding obligation in respect of an Option. (r) "Option" means an Award granted under Section 8 prior to January 15, 2008. (s) "Option Price" means the exercise price for an Option. (t) "Pairing Agreement" means the Pairing Agreement, dated April 17, 2003, among the Company, The Law Debenture Trust Corporation (Cayman) Limited, as trustee of the Carnival plc Special Voting Trust, and Sun Trust Bank, as transfer agent, as it may be amended from time to time. (u) "Participant" means each Eligible Director receiving an Award pursuant to the Plan. (v) "Plan" means this Carnival Corporation Amended and Restated 2001 Outside Director Stock Plan. (w) "Restricted Period" means, with respect to any Share of Restricted Stock or any Restricted Stock Unit, the period of time during which such Award is subject to restrictions set forth in Section 9 and the applicable Award Agreement. (x) "Restricted Stock" means Shares issued or transferred to a Participant subject to forfeiture and the other restrictions set forth in Section 9 and the applicable Award Agreement. (y) "Restricted Stock Award" means an Award of Restricted Stock granted under Section 9. (z) "Restricted Stock Unit" means a hypothetical investment equivalent to one Share granted in connection with an Award made under Section 9. (aa) "Restricted Stock Unit Award" means an Award of Restricted Stock Units granted under Section 9. (bb) "Securities Act" means the Securities Act of 1933, as amended. (cc) "Share" means the aggregate of one share of Common Stock and one Trust Share. (dd) "Stock Option Agreement" means any agreement between the Company and a Participant who has been granted an Option pursuant to Section 8 which defines the rights and obligations of the parties thereto. (ee) "Subsidiary" means any subsidiary of the Company as defined in Section 424(f) of the Code. (ff) "Trust Share" has the meaning assigned to it in the Pairing Agreement. (gg) "Vested Unit" has the meaning assigned to it in Section 9(d). View More

Definitions. The following defined terms are hereby added to Section 13.1 of the Loan Agreement as follows: "Charter" is defined in Section 2.6. "Mezzanine Loan Agreement" means that certain Loan and Security Agreement by and between Borrower and Bank dated as of March 25, 2011. "Mezzanine Loan Documents" all of the "Loan Documents" (as such term is defined in the Mezzanine Loan Agreement). -2- 2.6 Section 13 (Definitions). The following defined term in Section 13.1 of the Loan Agreement is amended... in its entirety and replaced with the following "Subordinated Debt" is (i) Indebtedness incurred by Borrower subordinated to all of Borrower's now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank and (ii) Indebtedness owing from Borrower to Bank pursuant to the Mezzanine Loan Documents. 2.7 Section 13 (Definitions). Subsection (a) of the defined term "Permitted Indebtedness" set forth in Section 13.1 is amended in its entirety and replaced with the following: "(a) Borrower's Indebtedness to Bank under this Agreement, the other Loan Documents and the Mezzanine Loan Documents;" 2.8 Section 13 (Definitions). Subsection (a) of the defined term "Permitted Liens" set forth in Section 13.1 is amended in its entirety and replaced with the following: "(a) Liens existing on the Effective Date and shown on the Perfection Certificate or arising under this Agreement, the other Loan Documents or the Mezzanine Loan Documents;" View More

Definitions. The following defined terms shall have the following meanings when used in this Agreement. The meanings assigned by this Agreement shall apply to the plural, singular, possessive or any other form of the term. Words of the masculine, feminine or neuter gender used in this Agreement include all other genders.

Definitions. For the purposes of this Agreement, the following terms shall have the following meanings: AFFILIATE, first used in the preamble to this Agreement, means Entravision Communications Corporation, a Delaware corporation. Agreement, first used in Section 1 hereof, means the instant Master Network Affiliation Agreement. Authorized Preemption, first used in Section 1 hereof, below, means a failure by AFFILIATE to broadcast any Program (i) pursuant to Section 6(a) of this Agreement, (ii) due to... force majeure as provided for in Section 12 of this Agreement, or (iii) for which AFFILIATE has obtained the written consent of TELEFUTURA. Commencement Date has the meaning established in Section 3 hereof. Commercial Availability, first used in Section 1 hereof, means a unit of time of whatever length available for the broadcast of commercial advertising announcements, promotional announcements, and/or station identification announcements. 1 Digital Channel, first used in Section 5(d) hereof, means any television channel allotted by the FCC to AFFILIATE for digital television transmissions for use in association with the Station as a result of MM Docket 87-269 and the rules and regulations adopted with respect thereto. Digital Transition Period, first used in Section 5(d) hereof, means the period commencing on the first date AFFILIATE broadcasts a digital signal to the general public on a consistent commercial basis on the Digital Channel and ending on the last day of the term of this Agreement. FCC, first used in the preamble to this Agreement, means the Federal Communications Commission or any successor agency. Force Majeure Event, first used in Section 12 hereof, means any act of God, labor dispute, non-delivery by program suppliers or others, failure or breakdown of satellite or other facilities, legal enactment, governmental order or regulation or any other similar or dissimilar cause beyond the control of TELEFUTURA or AFFILIATE, as the case may be. Local Availability, first used in Section 7(b) hereof, means a Commercial Availability designated by TELEFUTURA pursuant to this Agreement for broadcast of a commercial advertisement by a Station and not by other TELEFUTURA affiliates on an interconnected or delayed telecast basis. Local Programming first used in Section 1 hereof, means collectively, all local and syndicated programs, public service announcements, promotional announcements, station identifications and other interstitial material which are originated and broadcast by a Station. Local Programming Window, first used in Section 5(b) hereof, means a time period indicated on the attached Schedule A as being occupied by Local Programming. Local Sale, first used in Section 7(e) hereof, means a Sale of advertising for broadcast on AFFILIATE's Stations, and not for broadcast on the Network generally, made by the local sales staff of AFFILIATE. National Sale, first used in Section 7(e) hereof, means a Sale of advertising for broadcast on AFFILIATE's Stations, and not for broadcast on the Network generally, made by TELEFUTURA as the exclusive national and regional sales representative of AFFILIATE, and any other Sale which is of a type normally considered within the broadcast industry to be a national or a regional advertising sale. Net National Sale, first used in Section 8(a) hereof, means a National Sale of advertising net only of agency commission. 2 Network, first used in the preamble to this Agreement, means that certain program service to be distributed by or on behalf of TELEFUTURA on an interconnected basis to affiliates for broadcast to the public. Network Availability, first used in Section 5(b)(ii) hereof, means a Commercial Availability designated by TELEFUTURA pursuant to this Agreement for the simultaneous broadcast of a commercial announcement by multiple TELEFUTURA affiliates on an interconnected basis, including delayed telecasts pursuant to Section 11 of this Agreement. Network Exclusivity Zone, first used in Section 5(m) hereof, means the applicable area as set forth in Sections 76.92 through 76.97 of the rules and regulations of the FCC. Network Program Schedule, first used in Section 5(b) hereof, means the programming provided by TELEFUTURA to its affiliates on a regular basis for broadcast during a Network Time Period, including, but not limited to, all Network Programming, commercial announcements, TELEFUTURA identification announcements, TELEFUTURA promotional announcements, public service announcements, credits and cross promotional announcements for any of TELEFUTURA's other networks, or any other network or program service owned or operated by, or under common ownership or control with, TELEFUTURA, including but not limited to cable programming networks such as Univision and Galavision, and other interstitial material distributed by TELEFUTURA to AFFILIATE. Network Programming, first used in Section 1 hereof, means, collectively, all Programs, public service announcements, promotional announcements, network identifications and other interstitial material which are distributed to affiliates of the Network. Network Sale, first used in Section 7(d) hereof, means a Sale of advertising for broadcast on the Network. Network Time, first used in Section 7 hereof, means the entire clock hour or half-hour during which a Program is broadcast including Station breaks and adjacencies. (E.g., for a one-hour Program broadcast during the 7:00 and 8:00 time period, all commercials sold between 7:00 and 8:00 are within Network Time, even if the program actually began after 7:00 and ended before 8:00.) Network Time Period, first used in Section 1 hereof, means the time periods indicated on the attached Schedule A as being occupied by Network Programming. Non-Network Programming, first used in Section 9 hereof, means programs, program series, and programming of any nature or kind, including, but not limited to, special sports programs and special events programs, such as political conventions, election coverage, presidential inaugurations, parades, and pageants, and other programs and program series, which are not then regularly scheduled by TELEFUTURA for broadcast on an interconnected basis by 3 affiliates of the Network during those hours that then comprise the Network Programming Schedule. Program, first used in Section 1 hereof, means a television program distributed by or on behalf of TELEFUTURA for broadcast on an interconnected basis by affiliates of the Network. Sale, first used in Section 1 hereof, means a sale of advertising. Station or Stations, first used in the preamble to this Agreement, means the television stations listed in Schedule B. Additional stations will be incorporated into Schedule B and subject to the terms and conditions of this Agreement by the parties revising Schedule B to include such station. Terms Sheet, first used in Section 9 hereof, means a writing setting forth the principal terms and conditions on which TELEFUTURA offers a non-network program or program series to AFFILIATE, including, but not limited to, the time permitted for acceptance of said offer by AFFILIATE. Unauthorized Preemption, first used in Section 10 hereof, means any preemption or failure to broadcast any Program, in whole or in part, other than an Authorized Preemption. TELEFUTURA, first used in the preamble to this Agreement, means TELEFUTURA, a Delaware corporation. View More

Definitions. Unless defined herein, capitalized terms have the meaning given to them in the Novation Agreement.