Definitions

Definitions. 1.2. "Approved Vendor List" (AVL) shall mean the list of suppliers or component manufacturers approved as sources of supply for each component. 1.3. "Blanket Purchase Order" — shall mean the written instrument issued by Harmonic during the Term against which Releases shall be issued, but which in itself is not a binding commitment to purchase Product, nor sets any date for delivery; 1.4. "Custom engineered component" (CEC) shall mean a build to print component that is built to a... specification and only used in Harmonic's Product. 1.5. "Finished Goods" a Product which is physically complete, has passed final test and inspection, and has been transacted and physically moved to the Finished Goods location. 1.6. "Minimum Order Quantity (MOQ) List" shall mean a list of parts that have a minimum order purchase quantity requirement. 1.7. "Products" shall mean the items consisting of hardware and software components to be manufactured by Plexus in accordance with Harmonic's specifications and delivered to Harmonic as a completed product, including (i) any successor, follow-up, enhanced, or modified version of these Products, and (ii) any other goods which the parties agree in writing shall be subject to this Agreement. 1.8. "Purchase Order" shall mean the written instrument issued by Harmonic during the Term which is a binding commitment to purchase specific Products or services and which establishes dates for delivery; Harmonic Inc. / Plexus Confidential Page 2 Harmonic-Plexus PSA 17 September 03 1.9. "Release" shall mean any written request issued by Harmonic pursuant to a Blanket Order by which a purchase commitment is made and the delivery date for all or part of the Blanket Order is set; 1.10. "Order" shall mean, collectively, Purchase Order, Blanket Purchase Order, and Releases. 1.11. "Services" shall mean the services to be provided by Plexus to Harmonic including but not limited to, prototype development and manufacturing, test development, product manufacturing, system assembly, order fulfillment, and repair. 1.12. "Specification" shall mean the Harmonic manufacturing specifications made available to Plexus, including but not limited to bill of materials, test specifications, and assembly drawings, applicable to each Product as designated on the Order. 1.13. "Transition period" shall mean the period of time Harmonic is transitioning the manufacture of its products to Plexus which shall end the earlier of: i) June 30, 2004; or ii) when receipts, open orders, and forecast total at least ten million dollars per quarter. 1.14. "Work Product" shall mean the Product, any and all recommendations, findings, reports, designs, drawings, diagrams, plans, specifications, writings of any nature, photographs, artwork, audio and visual works, computer programs, inventions, discoveries, and improvements developed, written, made, conceived or reduced to practice in the course of or arising out of the Services performed by Plexus for Harmonic under this Agreement. View More

Definitions. The following terms when used in this Amendment shall have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof): "Amendment" is defined in the preamble. "Borrower" is defined in the preamble. "Credit Agreement" is defined in the first recital. "Existing Credit Agreement" is defined in the first recital. "First Amendment Effective Date" is defined in Article III. SECTION 1.2. Other Definitions. Terms for which meanings are provided... in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used in this Amendment with such meanings. View More

Definitions. Unless defined in this Amendment, capitalized terms used in this Amendment (including the preamble) shall have the meaning given such terms in the Agreement.

Definitions. (a) The definition of "Additional Capital Expenditures Basket" in Section 1.1 of the Credit Agreement shall be deleted. (b) The following new defined terms shall be inserted into Section 1.1 of the Credit Agreement in the appropriate alphabetical location: "Amendment No. 4" shall mean Amendment No. 4 to this Agreement dated as of August 14, 2008." "Expired Capital Expenditure Basket" means the sum of (a) Seventy-Five Million Dollars ($75,000,000) plus (b) the Net Cash Proceeds from the offering... of equity securities of the Borrower or any of its Restricted Subsidiaries made after the Acquisition Date and before the date of Amendment No. 3. For purposes of the definition of "Permitted Acquisition" in this Section 1.1 and of Section 11.3(j) hereof, the Expired Capital Expenditure Basket shall be deemed to be utilized to the extent that it was used by the Borrower to increase the amount of Capital Expenditures permitted to be made by it before the date of Amendment No. 3 in accordance with Section 10.3 hereof as in effect before giving effect to Amendment No. View More

Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meanings provided therefor in the Credit Agreement.

Definitions. (b) The following terms shall have the meanings assigned thereto in the Uniform Commercial Code in effect in the State of North Carolina on the date hereof: Accession, Account, As-Extracted Collateral, Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit Right, Manufactured Home, Proceeds, Software, Standing Timber, Supporting... Obligation and Tangible Chattel Paper. (c) As used herein, the following terms shall have the meanings set forth below: "Collateral" has the meaning provided in Section 2 hereof. "Copyright License" means any written agreement, naming any Grantor as licensor, granting any right under any Copyright including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Copyrights" means (a) all registered United States copyrights in all Works, now existing or hereafter created or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Copyright Office including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement, and (b) all renewals thereof including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Patent License" means any agreement, whether written or oral, providing for the grant by or to a Grantor of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Patents" means (a) all letters patent of the United States or any other country and all reissues and extensions thereof, including, without limitation, any letters patent referred to in Schedule 6.17 to the Credit Agreement, and (b) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Secured Obligations" means, without duplication, (a) all of the Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Obligations, including Attorney Costs. "Trademark License" means any agreement, written or oral, providing for the grant by or to a Grantor of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement. "Trademarks" means (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 6.17 to the Credit Agreement, and (b) all renewals thereof. "UCC" means the Uniform Commercial Code. "Work" means any work that is subject to copyright protection pursuant to Title 17 of the United States Code. View More

Definitions. As used herein, the following terms shall have the meanings set forth below: "Event of Default" has the meaning provided in Section 8 hereof. "Pledged Collateral" has the meaning provided in Section 2 hereof. "Pledged Shares" has the meaning provided in Section 2 hereof. "Secured Obligations" means, without duplication, (a) all of the Obligations and (b) all costs and expenses incurred in connection with enforcement and collection of the Obligations, including Attorney Costs. "UCC" means the... Uniform Commercial Code as in effect from time to time in the State of New York, provided, that if by reason of any mandatory choice of law provisions governing the perfection or the effect of perfection or non-perfection of the security interests granted herein, the perfection or the effect of perfection or non-perfection of such security interests is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than the State of New York, UCC shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the perfection or effect of perfection or non-perfection. View More

Definitions. Capitalized terms used and not defined herein have the meanings given to them in the Parent Credit Agreement.

Definitions. A. "CONSUMABLE" means a Spare Part whose life expectancy and mode of failure is known or predictable during the normal operation of the Equipment and that should meet the normal attributes of schedulable and predictable demand and life expectancy of less than * * *. B. "CUSTOM ITEMS" mean those Items manufactured by Seller for sale exclusively to Buyer for which a minimum of twenty-five percent (25%) of Seller's cost pertaining to the Items is directly attributable to the customization for... Buyer as set forth in the Purchase Spec. C. "CONSIGNMENT" means any spare part owned by the Seller which Buyer chooses to hold on-site, or Seller holds off-site, at Buyer's discretion, to help Seller meet the Equipment availability requirements or productivity as defined in the Purchase Spec. D. "EQUIPMENT" means whole systems that produce the required output per the applicable Equipment configuration and system performance specifications set forth in the Purchase Spec for each Equipment model or as otherwise agreed in writing by the parties. E. "FACILITIZATION" means placement and rough hook-up of electrical, gas, and vacuum utilities to the Items. F. "FORECAST(s)" means the quantity of Items or Services that Buyer reasonably anticipates it may purchase during a specified time. G. "HAZARDOUS MATERIALS" mean dangerous goods, chemicals, contaminants, substances, pollutants or any other materials that are defined as hazardous by relevant local, state, national, or international law, regulations and standards. H. "ITEMS" means either singly or collectively, as the context indicates: Equipment; Equipment components; software; hardware; Spare Parts; upgrades, retrofits, modifications, and enhancements to any of the foregoing purchased separately; or other goods which Seller is to sell to Buyer as set forth in this Agreement. I. "LEAD-TIME" means the agreed number of calendar weeks or days from the date a Release is issued for an Item to the date the Item is to be received by the Seller. J. "NON-CONSUMABLE" means a Spare Parts that is not replaced routinely and has an unpredictable life expectancy and that is typically replaced or repaired due to failures or deteriorating performance (quality and output). K. "OTD" or "ON-TIME DELIVERY" means a percentage computed for each Buyer site for each (Buyer work week calendar) month equal to: the number of Releases for Items received by such site which are (i) complete and (ii) delivered to the * * *. L. "PURCHASE SPEC" means the agreed Equipment Purchase Specification as set forth in Addendum D for each Equipment model purchased or to be purchased pursuant to this Agreement. M. "RELEASE" means Buyer's purchase order or change order to ship a definite quantity of Items or to provide Services to a specified schedule. N. "SERVICES" means the work to be performed by Seller including, but not limited to: installation, process qualification, maintenance, warranty repair, service call, continuous improvement, Equipment upgrades/modification, and extended service contracts as set forth in Addendum A and/or any Buyer factory specific Scope Of Work ("Scope of Work" or "SOW"). O. "SPARE PART(s)" mean Consumable and/or Non-Consumable Spare Parts. View More

Definitions. As used in the Plan, the following terms shall have the following meanings, respectively: (a) The term "AIC Plan" shall mean the Ford Motor Company Annual Incentive Compensation Plan, as amended. (b) The term "Committee" shall mean, unless the context otherwise requires, the following as they from time to time may be constituted: (i) The Compensation Committee with respect to all matters affecting any Section 16 Person. (ii) The Deferred Compensation Committee with respect to all matters... affecting employees other than Section 16 Persons. (c) The term "Company" when used in the Plan with reference to employment shall include subsidiaries of the Company. (d) The term "Compensation Committee" shall mean the Compensation Committee of the Board of Directors of the Company. (e) The term "Deferred Compensation" shall mean compensation deferred pursuant to paragraph (a), (b), (c) or (d) of Section hereto, and any interest equivalents, dividend equivalents or other earnings or return on such amounts determined in accordance with the Plan. (f) The term "Deferred Compensation Account" with respect to a participant shall mean the book entry account established by the Company for such participant with respect to his or her Deferred Compensation. (g) The term "Deferred Compensation Committee" shall mean the committee comprised of the Group Vice President, Corporate Human Resources and Labor Affairs, the Executive Vice President and Chief Financial Officer and the Senior Vice President and General Counsel or such other persons as may be designated members of such Committee by the Compensation Committee. (h) The term "employee" shall mean any person who is regularly employed by the Company or a subsidiary at a salary (as distinguished from a pension, retirement allowance, severance pay, retainer, commission, fee under a contract or other arrangement, or hourly, piecework or other wage) and is enrolled on the active employment rolls of the Company or a subsidiary, including, but without limitation, any employee who also is an officer or director of the Company or a subsidiary. (i) The term "Ford Stock" shall mean Ford Common Stock. (j) The term "Ford Stock Unit" shall mean a unit having a value based upon Ford Stock. (k) The term "IPOC" shall mean the Investment Process Oversight Committee comprised of the Vice President - Treasurer, the Associate General Counsel and Secretary, and the Vice President - Human Resources. (l) The term "Investment Process Committee" shall mean the committee comprised of the Director - Global Trading and Governance, the Director - Asset Management, and the Manager - Savings and Executive Retirement Plans, North America. (m) The term "LTI Plan" shall mean the Ford Motor Company 1990 Long-Term Incentive Plan, as amended, the Ford Motor Company 1998 Long-Term Incentive Plan, as amended, or any other long-term incentive plans subsequently adopted by the Company that are substantially similar to such plans. (n) The term "SC Plan" shall mean the Ford Motor Company Supplemental Compensation Plan, as amended. (o) The term "Section 16 Person" shall mean any employee who is subject to the reporting requirements of Section 16(a) or the liability provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended. (p) The term "SSIP" shall mean the Company's Savings and Stock Investment Plan for Salaried Employees, as amended. (q) The term "subsidiary" shall mean (i) any corporation a majority of the voting stock of which is owned directly or indirectly by the Company or (ii) any limited liability company a majority of the membership interest of which is owned directly or indirectly by the Company. (r) The term "VIP Plan" shall mean Ford Motor Credit Company Variable Incentive Plan, as amended. View More