Definitions

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:

Definitions. The term "office, or "offices", wherever used in this Lease, shall not be construed to mean premises used as a store or stores, for the sale at any lime, of goods, wares or merchandise, of any kind, or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for other similar purposes or for manufacturing. The term "Landlord" or "Landlord" means a landlord or lessor, and as used in this Lease means only the Landlord, or the mortgagee in possession, for the time being of the land... and Building (or the Landlord of a lease of the Building or of the land and Building) of which the Premises form a part, so that in the event of any sale or sales of said land and Building or of said lease, or in the event of a lease of said Building, or of the land and Building, the said Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such sale, or the said lessee of the Building, or of the land and Building, that the purchaser or the lessee of the Building has assumed and agreed to carry out any and all covenants and obligations of Landlord hereunder The term "business days" or "Business Days" as used in this Lease shall exclude Saturdays (except such portion thereof as is covered by specific hours in Article 29 hereof), Sundays and all days observed by the State or Federal Government as legal holidays and those designated as holidays by the applicable Building service union employees service contract or by the applicable operating engineers contract with respect to heating, ventilating and air-conditioning services. View More

Definitions. Section 1.01, Definitions, of the Indenture is hereby amended to: (i) add the following to the end of the definition of "Guarantor" (immediately prior to the period): "and (iii) the Parent Guarantor until the Parent Guarantor is released from its Note Guaranty pursuant to this Indenture" (ii) add the following definition in its proper alphabetical order: "Parent Guarantor" means Fidelity National Financial, Inc., a Delaware corporation, and any successor thereto that expressly assumes the... Parent Guarantor's Note Guaranty. View More

Definitions. This Stock Purchase Agreement (the 'Agreement') is entered into by and between Sussex Holdings, Inc., a Delaware corporation ('Buyer'), Blue Cross and Blue Shield of South Carolina, a South Carolina mutual insurance company and independent licensee of the Blue Cross Blue Shield Association ('Seller'), and, solely for purposes of §10(r) below, Enstar Group Limited, a Bermuda exempted company ('Buyer Parent'), as of August 26, 2014 (the 'Effective Date'). Buyer and Seller are referred to in this... Agreement collectively as the 'Parties' and each separately as a 'Party'. This Agreement contemplates a transaction in which Buyer will purchase from Seller, and Seller will sell to Buyer, all of the outstanding capital stock of Companion Property and Casualty Insurance Company ('Target') for the consideration and in accordance with the terms and conditions set forth below. In consideration of the premises and the mutual promises herein set forth the Parties agree as follows. View More

Definitions. Terms defined in the singular shall have the same meaning when used in the plural and vice versa. Terms defined in the UCC shall have the meanings set forth in the UCC, except as otherwise defined herein.