Definitions

Definitions. (b) For purposes of this Guaranty, "Obligations" shall mean all obligations and liabilities of the Sellers to the Buyer, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, or whether for payment or for performance (including, without limitation, Price Differential accruing after the Repurchase Date for the Transactions and Price Differential accruing after the filing of any petition in bankruptcy, or the commencement of any... insolvency, reorganization or like proceeding, relating to any Seller, whether or not a claim for post filing or post petition interest is allowed in such proceeding), which may arise under, or out of or in connection with the Repurchase Agreement, this Guaranty and any other Program Documents and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable and documented fees and disbursements of counsel to the Buyer that are required to be paid by the Sellers pursuant to the terms of such documents), all "claims" (as defined in Section 101 of the Bankruptcy Code) of the Buyer against any Seller, or otherwise. View More

Definitions. When used in this Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights corresponding to all of the foregoing... throughout the world, now owned and existing or hereafter arising, created or acquired. "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction. "Obligations" means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Note, this Agreement, that certain Securities Purchase Agreement of even date herewith, entered into by and between Debtor and Secured Party (the "Purchase Agreement"), any other Transaction Documents (as defined in the Purchase Agreement), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys' fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Note or in connection with the collection or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents. 1 "Permitted Liens" means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or arising under the other Transaction Documents. "UCC" means the Uniform Commercial Code as in effect in the State of Nevada from time to time. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More

Definitions. (b) Affiliate: any corporation or other person or entity that directly, or indirectly through one or more intermediaries, control or is controlled by, or is under common control with, the person specified.

Definitions. As used in this Agreement, the following terms have the meanings specified below.

Definitions. 2.1 Definitions. 3.1 Committee Membership. 3.2 Powers of Committee. 3.1 Committee Authority.

Definitions. For the purposes of this Agreement, the term "a majority of the outstanding shares of the Fund" will be construed in accordance with the definition of "vote of a majority of the outstanding voting securities of a company" in Section 2(a)(42) of the 1940 Act. For the purposes of this Agreement, the terms "affiliated person," "control," "interested person" and "assignment" have their respective meanings defined in the 1940 Act, subject, however, to the rules and regulations under the 1940 Act and... any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; the term "approve at least annually" will be construed in a manner consistent with the 1940 Act and the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; and the term "brokerage and research services" has the meaning given in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and under any applicable guidance or interpretation of the Securities and Exchange Commission or its staff. View More

Definitions. As used in this Warrant, unless the context otherwise requires: "Articles" shall mean the Articles of Incorporation of the Company, as in effect from time to time. "Common Stock" shall mean the Company's authorized common stock, $0.001 par value per share. "Exercise Price" shall mean the exercise price per share of Common Stock set forth above, as adjusted from time to time pursuant to Section 3 hereof. "Securities Act" shall mean the Securities Act of 1933, as amended. "Warrant" shall mean... this Warrant and all additional or new warrants issued upon division or combination of, or in substitution for, this Warrant. All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised. "Warrant Stock" shall mean the shares of Common Stock purchasable by the holder of this Warrant upon the exercise of such Warrant. "Warrantholder" shall mean the Purchaser, as the initial holder of this Warrant, and its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred. View More

Definitions. The term s listed below shall have the following meanings: "Trademark" shall mean the Kendall Jenner trademark , and all registrations and applications for registration thereof, and common-law rights therein and thereto. "Agreement Mark" shall mean any trademark for Products developed under this Agreement , incorporating the Trademark , and all registrations and applications for registration thereof , and common-law rights therein and thereto. "Wholesale Net Sales" means gross amounts of... shipments, as invoiced , directly or indirectly, by or under authority from Licensee, of Products, in any transaction in commerce, through the Distribution Channels, less, without double counting, (a) all customary trade discounts and allowances to the extent actually taken, (b) quantity discounts, separately shown on invoices and properly taken by customers (provided, however, that such discounts will not exceed ****of net invoice sales (sales to distributors at distributor pricing shall not be considered a quantity discount)); and (c) all returns of Products for credit (returns shall be allocated as discounted or full-price in the ratio of actual discount s given). All of the allowable discounts and deductions listed in (a) through (c) above shall only be permitted to the extent they *Certain marked portions of the exhibit have been omitted based on a request for confidential treatment. Non-public information that has been redacted has been filed with the Commission. 1 (i) are supported by credit memoranda and/or invoices issued to customers, (ii) represent actual discounts, allowances and credits (and not reserves therefor) and (iii) are not the result of or in connection with the purchase or return of any product or service other than Products. In computing Net Sales, no direct or indirect expenses or costs incurred in connection with paying royalties due under this Agreement (including transferring funds for royalties or converting currency into United States Dollars if applicable) or manufacturing, selling, distributing, importing or advertising the Products shall be deducted, nor shall any deduction be made for uncollectible accounts. If sales are made to any party controlled by, controlling, under common control or otherwise affiliated with or related to Licensee, (x) the Net Sales shall be computed based upon the regular wholesale price for such Products charged to unrelated third parties if such regular wholesale price is higher than what is actually charged and (y) discounts, deductions and credits shall be no greater than those allowed to unrelated third parties. No costs incurred, including but not limited to those incurred by Licensee, customers or other third parties, in the manufacturing, selling, marketing , advertising or distributing of the Products shall be deducted. All transactions shall be at arm's length for fair market value. "Exclusive Product Categories" shall mean women 's and children's fragrances included in Class 3. If requested by Licensee and approved by Licensor in writing, Exclusive Product Categories shall also include men's fragrances included in Class 3. "Non-Exclusive Product Categories" shall (i) mean scented personal beauty products for men, women and children included in Class 3 (other than fragrances) but only to the extent included with Exclusive Product Categories in a "Gift with Purchase" package or gift set and full sized sellable fragrance ancillaries (i.e. body lotion, shower gel, body mist, deodorants, creams, powders and/or other fragrance related complimentary items in Class 3) and (ii) any other related products approved by Licensor and customarily used in Collateral Materials and Gift with Purchases and included with Exclusive Product Categories. "Products" shall mean the Exclusive Product Categories and Non-Exclusive Product Categories embodying the Trademark and/or the Agreement Mark. "Exclusive Products" shall mean the Exclusive Product Categories embodying the Trademark and/or the Agreement Mark and "Non­ Exclusive Products" shall mean the Non -Exclusive Product Categories embodying the Trademark and/or the Agreement Mark. "Collateral Materials" shall mean all packaging , labels, press releases, advertising, promotion displays, testers, samples, or other materials of any and all types prepared in connection with the Products. "Initial Term " shall be Five (5) years. Year 1 shall commence upon the Effective Date and end on the earlier to occur of the first anniversary of the Launch Date and twelve ( 12) months following the execution of the Agreement , provided reasonable cooperation from the Licensor. 2 "Annual Period" shall mean each consecutive 12 month period during the Term; provided however, that the first Annual Period shall begin on the Effective Date and end on the earlier to occur of the first anniversary of the Launch Date and twelve (12) months following the execution of the Agreement , provided reasonable cooperation from the Licensor (the "First Year End Date"); and provided further that each subsequent Annual Period shall be measured from the First Year End Date and each subsequent anniversary thereof during the Term. "Term" shall mean the Initial Term, together with all validly exercised renewal terms, as further described herein. "Effective Date" shall mean the date the Agreement is fully executed as stated above. "Launch Date" shall mean the first fragrance launch of the Exclusive Products, which will be scheduled for introduction on or about May 20 14. "Royalty" or "Royalties" shall mean *** percent of Wholesale Net Sales. "Distribution Channels" shall mean department stores, mass retailers, perfumeries, duty free shops, international distributors, online eCommerce retailer s, and any other accounts that carry products similar in prestige and trademark or recognition as the Products. Notwithstanding anything to the contrary contained herein , Distribution Channels shall not include discount stores, "odd lot", oversale or remnant retailers, or any other "off price" or surplus outlet unless approved by Licensor in writing. "Territory" shall mean worldwide. View More

Definitions. All initially capitalized terms used without definition in this Reaffirmation shall have the respective meanings assigned to them in the Note.

Definitions. For the purposes hereof, the following terms shall have the following meanings: