Definitions

Definitions. All of the Definitions contained in Article 1 of the Agreement shall have the same meanings herein unless specifically stated otherwise, Any capitalized terms not specifically defined herein, shall have the same meaning ascribed to them as set forth in the Agreement.

Definitions. Certain Definitions

Definitions. 1.1 "AFFILIATE" shall mean any legal entity (including, but not limited to, a corporation, partnership, or limited liability company) that is controlled by COMPANY. For the purposes of this definition, the term "control" means (i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities or (ii) a fifty percent (50%) or greater interest in the net assets or profits of a partnership or other business... organization without voting securities. View More

Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated: Acquisition Expenses. Any and all expenses incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on... assets not acquired, accounting fees and expenses, title insurance premiums and the costs of performing due diligence. Acquisition Fees. Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with acquiring Investments, including but not limited to the development or construction of a property, including real estate commissions, selection fees, development fees, construction fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not an Affiliate of the Advisor in connection with the actual development and construction of a property. Affiliate or Affiliated. With respect to any Person, (i) any party directly or indirectly owning, controlling or holding the power to vote 10% of more of the outstanding voting securities of such Person; (ii) any party 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by the Person; (iii) any party directly or indirectly controlling, controlled by or under common control with the Person; (iv) any executive officer, director, trustee or general partner of the Person; or (v) any legal entity for which the Person acts as an executive officer, director, trustee or general partner. Average Invested Assets. For a specified period, the average of the aggregate book value of the assets of the Company invested, directly or indirectly by the Operating Partnership, in Investments before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period. Adopted by the Board of Trustees Effective 1.1.16 Board. The board of trustees of the Company, as of any particular time. Bylaws. The bylaws of the Company, as the same are in effect from time to time. Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor in connection with performing its duties hereunder. Code. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. Distributions. Any distributions of money or other property by the Company to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes. In connection with the Operating Partnership, any distributions of money or other property of an Operating Partner to owners of its partnership interests, including distributions that may constitute a return of capital for federal income tax purposes. Excess Amount. Excess Amount shall have the meaning set forth in Section 13. Expense Year. Expense Year shall have the meaning set forth in Section 13. GAAP. Generally accepted accounting principles as in effect in the United States of America from time to time. Governing Instruments. The Articles of Organization, Declaration of Trust and Bylaws of the Company, as amended from time to time. Indemnitee. Indemnitee and Indemnitees shall have the meaning set forth in Section 20 herein. Independent Trustee. Independent Trustee shall have the meaning set forth in the Governing Instruments and the Operating Partnership Agreement. Investment Company Act. The Investment Company Act of 1940, as amended. Investments. Any investments by the Company or an Operating Partnership in Real Estate Assets and Other Real Estate Related Investments. Joint Ventures. The joint venture or partnership arrangements (other than with an Operating Partnership) in which the Company or any of its subsidiaries is a co-venturer or general partner which are established to acquire Investments. Listing. The listing of the Shares on a national securities exchange or the receipt by the Shareholders of securities that are listed on a national securities exchange in exchange for the Company's common stock. Upon such Listing, the Shares shall be deemed Listed. Loans. Any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including mortgages and mezzanine loans. Management Fee. The fee payable to the Advisor pursuant to Section 10. NASAA REIT Guidelines. The Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association on May 7, 2007, as may be amended from time to time. Adopted by the Board of Trustees Effective 1.1.16 Net Income. For any period, the Company's total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the Sale of the Company's assets. Operating Partnership Agreement. The Limited Partnership Agreement of the Operating Partnership as may be amended from time to time. Organizational and Offering Expenses. Organizational and Offering Expenses means all expenses incurred by or on behalf of the Company and the Operating Partnership in connection with their formation and preparing the Company and Operating Partnership for any private offering of their securities, any registration of the Company's Shares, Listing of the Shares and any subsequent public offering of the Company's Shares, whether incurred before or after the date of this Agreement, which may include but are not limited to: total underwriting and brokerage discounts and commissions (including fees of the underwriters' or brokers' attorneys); any expense allowance of an underwriter or broker; any reimbursement of expenses of an underwriter or broker; expenses for printing, engraving and mailing offering documents; telephone and other telecommunications costs; all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings); charges of transfer agents, registrars, trustees, escrow agents, depositaries and experts; expenses regarding the registration or compliance with exemption requirements in connection with any sale of the Company's or the Operating Partnership's securities under federal and applicable state securities laws; and related taxes and fees and accountants' and attorneys' fees. Other Real Estate Related Investments. Any investments by the Company or the Operating Partnership in debt and equity interests backed by real estate, including (i) real estate securities such as common stocks, preferred stocks and options to acquire stock in REITs and other real estate companies and (ii) debt-related investments such as (a) mortgage, mezzanine, bridge and other loans and (b) debt and derivative securities related to real estate assets including mortgage-backed securities, collateralized debt obligations, debt securities issued by real estate companies and credit default swaps. Partnership Interests. The partnership interests of the Operating Partnership. Partners. The holders of the Partnership Interests. Person. An individual, corporation, partnership, trust, joint venture, Limited Liability Company or other entity. Real Estate Assets. Any investments by the Company or the Operating Partnership in unimproved and improved Real Property (including, without limitation, fee or leasehold interests, options and leases) either directly or through a Joint Venture. Real Property. Real property owned from time to time by the Company or the Operating Partnership, either directly or through Joint Ventures, which consists of (i) land only, (ii) land, including the buildings located thereon, (iii) buildings only or (iv) such investments the Board and the Advisor mutually designate as Real Property to the extent such investments could be classified as Real Property. REIT. A View More

Definitions. Unless defined in this Amendment, capitalized terms shall have the same meanings as those ascribed to them in the Xbox One PLA. The following definition is hereby deleted and replaced with: [***]

Definitions. For purposes of this Agreement, references to "other enterprise" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on the Director with respect to any employee benefit plan; and references to "serving at the request of FHLBank" shall include any service as an officer or employee of FHLBank which imposes duties on, or involves services by the Director with respect to an employee benefit plan, its participants and beneficiaries; and a person who... acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of FHLBank" as referred to in this Agreement. View More

Definitions. As used in this First Supplement, the following terms have the following meanings: "Closing Date" means December 29, 2015, for purposes of this First Supplement. "LIBOR" means the one month London interbank rate reported on the tenth day of the month by the Wall Street Journal from time to time in its daily listing of money rates, defined therein as "the average of interbank offered rates for dollar deposits in the London market based on quotations at five major banks." If a one month LIBOR... rate is not reported on the tenth day of such month in the Wall Street Journal but is reported in a comparable publication, the LIBOR rate reported in such comparable publication shall apply, and if a one month LIBOR rate is not reported on the tenth day of such month in a comparable publication, the one month LIBOR rate reported in the Wall Street Journal on the first Business Day preceding the tenth day of such month will be used. If the foregoing index is no longer available, Revolving Term Lender will select a new index which is based on materially similar information. "Margin" initially means three and one-half percentage points (3.50%) (350 basis points) and will be effective until such time as the aggregate principal balance of all Loans and unfunded Commitment amounts under the Credit Agreement is (a) $20,000,000 or less, at which time the Margin will be reduced to three and one-quarter percentage points (3.25%), or (b) $15,000,000 or less, at which time the Margin will be further reduced to three percentage points (3.00%). Each reduction in the Margin will become effective upon Borrower's delivery to Agent of annual audited financial statements along with a written certification that the aggregate principal balance of the Loans and unfunded Commitments required for such reduction has been achieved. "Revolving Commitment Amount" means $10,000,000. "Revolving Credit Availability Period" means the period from the Closing Date until the Revolving Term Facility Maturity Date. "Revolving Loan" means a Loan made under the Revolving Term Facility. "Revolving Term Facility" means the revolving term facility established pursuant to this First Supplement. "Revolving Term Facility Maturity Date" means the earlier of (a) January 1, 2021 and (b) the date on which the Obligations have been declared or have automatically become due and payable, whether by acceleration or otherwise. "Revolving Term Note" means the Revolving Credit Note made by Borrower payable to the order of Revolving Term Lender, dated the date hereof, in the initial aggregate principal amount of $10,000,000. View More

Definitions. As used herein, the following capitalized terms shall have the following definitions: 66 "Affiliate" means, with respect to any Person, any Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person. "Aggregate Material Adverse Effect" means (i) any new title and/or survey matters or conditions that are not Permitted Existing Title/Survey Matters pursuant to Section 8.2; (ii) any Sellers' Representations are... untrue (without regard to any qualification as to materiality or material adverse effect (or any correlative terms)) as of the Effective Date or as of the applicable Closing Date, as if made as of such date (except for representations and warranties which refer to facts, events or circumstances existing as of a specific date, which representations and warranties shall be true and correct only as of such specified date); (iii) any Taking pursuant to Section 14.1; and (iv) any Casualty pursuant to Section 14.2, which, individually or in the aggregate of all such matters under clauses (i) through (iv) has or could reasonably be expected to result in a decrease in the aggregate equity value of the Interests in an amount equal to or greater than One Hundred Million and 00/100 Dollars ($100,000,000.00). The Aggregate Material Adverse Effect shall be allocated among the Component of the Interests hereunder as follows, subject to the succeeding sentence: (i) with respect to Portfolio I Equity Interests, Nineteen Million Seven Hundred Fifty Seven Thousand Five Hundred Ninety Two and 14/100 Dollars ($19,757,592.14), (ii) with respect to Portfolio II Equity Interests, Forty Nine Million One Hundred Seventy Nine Thousand Two Hundred Thirteen and 76/100 Dollars ($49,179,213.76), (iii) with respect to Portfolio III Equity Interests, Twenty Four Million Eighty Six Thousand One Hundred Forty Two and 51/100 Dollars ($24,086,142.51), and (iv) with respect to Portfolio IV Equity Interests, Six Million Nine Hundred Seventy Seven Thousand Fifty One and 60/100 Dollars ($6,977,051.60) (each a "Allocated Portfolio MAE"). If the First Equity Interest Closing or any subsequent Closing has occurred and there has been no events that constitute a Material Adverse Effect for such Component of the Interests, then for any subsequent Closings, the Allocated Portfolio MAE shall be increased by an amount equal to (A) the Allocated Portfolio MAE for the Component of Interests that have closed minus (B) the decrease in the aggregate equity value of the Interests due to (i) any new title and/or survey matters or conditions that are not Permitted Existing Title/Survey Matters pursuant to Section 8.2; (ii) any Sellers' Representations are untrue (without regard to any qualification as to materiality or material adverse effect (or any correlative terms)) as of the Effective Date or as of the applicable Closing Date, as if made as of such date (except for representations and warranties which refer to facts, events or circumstances existing as of a specific date, which representations and warranties shall be true and correct only as of such specified date); (iii) any Taking pursuant to Section 14.1; and (iv) any Casualty pursuant to Section 14.2 that occurred after the Effective Date but that did not constitute a Material Adverse Effect (e.g., if after the First Equity Interest Closing the diminution of value with respect to the Portfolio II Equity Interests is $48,179,213.76 then the Allocated Portfolio MAE for the Component of the Interests for any subsequent closings will be increased by $1,000,000.00). For purposes of this Agreement, Sellers and Purchaser agree that in the event that there is a dispute as to whether the occurrence of any of the matters under clauses (i) through (iv) above has, individually or in the aggregate, a "Material Adverse Effect", then the parties hereto shall submit such dispute to arbitration pursuant to the terms and provisions of Exhibit DD attached hereto and made a part hereof, in which case no Closings shall occur, and no party hereto shall be entitled to terminate this Agreement, pending the final determination of the arbitration of such dispute. "Assumed Loan Documents" means each of the documents evidencing and securing the Assumed Loans, as set forth in more detail on Exhibit Z attached hereto and made a part hereof. "Assumed Loans" means (i) the Portfolio I Loans, (ii) the Portfolio II Loans, (iii) the Portfolio III Loans and (iv) the Portfolio IV Loans; each of the foregoing is referred to herein as an "Assumed Loan". View More

Definitions. As used in this Twenty-Second Supplemental Indenture, capitalized terms used but not defined herein shall have the meaning set forth in the Indenture. The words "herein," "hereof" and "hereby" and other words of similar import used in this Twenty-Second Supplemental Indenture refer to this Twenty-Second Supplemental Indenture as a whole and not to any particular section hereof.

Definitions. Zimmer Biomet Holdings, Inc. hereby establishes the Zimmer Biomet Deferred Compensation Plan, effective as of January 1, 2016. The purpose of the Plan is to provide a select group of the Company's key management and highly compensated employees an opportunity, in accordance with the terms and conditions of the Plan, to defer the receipt of Compensation and have a portion of their Deferrals matched by the Company. By offering this Plan, the Company intends to build management loyalty and its... business; provide a tax deferral alternative; permit deferral of amounts beyond the limits of its qualified plans; and further enhance its benefit plans. Notwithstanding any provision in the Plan to the contrary, this Plan supersedes all Prior Plans with respect to deferrals and Company contributions made with respect to compensation earned on or after January 1, 2016, and it is intended to comply with the requirements of Code section 409A. View More