Definitions

Definitions. All capitalized terms used in this Amendment without definition are defined as set forth in the Warrant.

Definitions. The following definitions apply in this deed: "Building" means 8 Finsbury Circus, London EC2 and 11, 12, 13 and 14, South Place, London EC2, more particularly defined as the "Building" in the Leases; "End Date" means in respect of each of the Leases (separately), the earliest to occur of the date on which: (a) the contractual term of the relevant Lease expires (excluding for these purposes any extension of the terms originally granted by the relevant Lease); 1 (b) the Tenant assigns the... Premises demised by the relevant Lease; and (c) the relevant Lease is surrendered or otherwise determined; "Group" means a group of companies within the meaning of Section 42 of the Landlord and Tenant Act 1954; "Landlord" means the first party to this deed and its successors in title and persons entitled to the reversion immediately expectant on the termination of the Leases; "Leases" means (together) the two leases of premises each dated the same date as this deed and made between (1) Mitsubishi Estate London Limited, (2) CRA International (UK) Limited and (3) CRA International, Inc. in respect of the following: (a) the offices at unit 2, part ground floor of the Building; (b) the offices on the fourth floor of the Building; and any document supplemental to such Leases whether entered into before or after the date of this deed and including this deed and the expression "Lease" means any one of them (as the case may be); "Premises" means the Premises as demised by and more particularly described in each of the Leases and a reference to any one or any number of them shall be construed accordingly; "Tenant" means the second party to this deed (but such expression does not include its successors in title). View More

Definitions. 1.1 "Advertising Channels" means all media, now known or hereinafter devised, including but not limited to, television, radio, print, outdoor, b-roll video, Internet, interaction with the press and media, stores and meeting rooms, WW's websites, third party websites, and public and investor relations, social media platforms (including Facebook, Twitter, Instagram, YouTube, Pinterest, and similar media now known or hereinafter developed), in flight, direct to consumer, jumbotrons, sales films,... internal, corporate and industrial uses, meetings or events sponsored and/or attended by WW, electronic, digital, mobile, including personal handheld devices (e.g., tablets, iPads and similar devices), and consumer and trade print. 1.2 "Losses" means losses, claims, causes of action, demands, damages, obligations, penalties, fines, suits, assessments, judgments, liabilities, costs or expenses whatsoever (including reasonable attorneys' fees, including any incurred in enforcement of any provision of this Agreement). 1.3 "Marks" means, as used in each instance, either the WW Marks or the Oprah Marks. 1.4 "Materials" means all tangible materials disseminated by or through any one or more of the Advertising Channels, including, without limitation, programs, program materials, press materials, printed materials, press kits, news releases, filmed or recorded interviews, books, recipes, newsletters/columns, web site content, software applications, b-roll footage, scripts, story boards, advertising, promotional materials, commercials, videos, photographs, catalogs, packages, point of sale displays, posters, sound recordings, voice-overs, artwork, coloration, packaging, designs, graphics, labels, boxes, bags, tags, wrappers, cartons, containers, wrapping, and any and all other visual and oral content, created hereunder. 1.5 "OW Image" means OW's name (in whole or in part), image, photograph, likeness, statement, persona, voice, signature, endorsement, and biography. 1.6 "Oprah Marks" shall have the meaning set forth in the preamble. 1.7 "Permitted Uses" means the right to use, publish, transmit, license, disseminate, distribute and otherwise exploit the WW Marks, the Oprah Marks, and the OW Image, on or in connection with Materials disseminated in and through the Advertising Channels, in each case, on the terms, conditions and limitations set forth herein. 1.8 "Weight Management Products" means any business, program, products, services or endeavor related to diet, weight loss or weight management activities. 2 1.9 "Weight Watchers Programs" means the Weight Management Products and other similar or related programs, products, services and regimes designed, defined, marketed or adopted by WW, as may be developed, modified, and amended by WW, in its sole discretion, from time to time. 1.10 "WW Marks" shall have the meaning set forth in the preamble. View More

Definitions. For purposes of this Award: a. "Disability" shall be determined according to the definition of "disability," in effect at the time of determination, in The Dixie Group, Inc. 401k Plan. b. "Affiliated Company" includes The Dixie Group, Inc. and any company of which The Dixie Group, Inc. owns at least 20% of the voting or capital stock if (1) such company is a party to an agreement that provides for continuation of your employee benefits upon immediate employment by you with such company and (2)... such company agrees to your subsequent employment. c. "Retirement" means the voluntary termination of your employment by you on or after reaching age 65. d. "Change in Control" shall be deemed to have occurred under any of the circumstances described below:If any "person," except for:the Company or any subsidiary of the Company; a trustee or the other entity holding securities under any employee benefit plan of the Company or any subsidiary of the Company; and The Frierson Family is or becomes the "beneficial owner" directly or indirectly, of securities of the Company representing more than 50% of the combined total voting power of the Company's then-outstanding securities. As used in this definition of "change in control" "The Frierson Family" shall mean the immediate family of Daniel K. Frierson, including his wife, children and grandchildren and their spouses, his siblings and their spouses, and any trust for the benefit of any of the foregoing persons. "person" is used as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (as amended); and "beneficial owner" is used as defined in Rule 13d-3 of the Securities Exchange Act of 1934 (as amended). e. "cause" shall mean for the purposes of this award only (i) participant has committed an act or has failed to act, where such act or failure to act constitutes intentional misconduct including, without limitation, dishonesty, fraud or embezzlement, a reckless disregard of the consequences of such act or failure to act, or gross negligence by participant; (ii) a conviction of or the entering of a guilty or no contest plea to any felony or any crime involving moral turpitude; or (iii) a failure to cease or correct a material failure to discharge participant's duties and responsibilities as an employee of The Dixie Group, Inc. View More

Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Master Note Purchase Agreement and the Supplements. In addition, the following capitalized terms used herein shall have the following meanings (or shall have the meanings ascribed to them in the Sections of this Agreement referenced below): "Agreement" means this Waiver and Amendment to Master Note Purchase Agreement, Notes and Supplements. "Amendments and Waivers" has the meaning... ascribed to such term in Section 4. "Bank Account" means one or more accounts in the name of the Company maintained at a bank that, based upon the Company's reasonable knowledge, does not hold any Notes, Holdco Bonds or Indebtedness owing under the Credit Agreement. "Company" has the meaning ascribed to such term in the introductory sentence hereof. "Credit Agreement" means the Credit Agreement, dated as of October 6, 2011, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and certain other banks in their respective capacities as agent, bookrunner and/or arranger, and lender, and, except as otherwise specifically provided herein, as amended from time to time. "Credit Agreement Limited Waiver Agreement" means the Limited Waiver Agreement dated March 1, 2016 in respect of the Credit Agreement, as in effect on the date hereof. "Effective Date" has the meaning ascribed to such term in Section 4. "Fee Agreement" means the fee agreement letter, dated as of October 1, 2015, by and among Morgan, Lewis & Bockius LLP, the Parent and the Company. "Fee Agreement Supplement" means the letter, dated as of January 13, 2016, by and among Morgan, Lewis & Bockius LLP, the Parent and the Company, supplementing the Fee Agreement. "First Supplement" has the meaning ascribed to such term in Section 1. 5 "FTI Fee Agreement" means the fee agreement letter, dated as of December 23, 2015, by and among FTI Consulting, Inc., Morgan, Lewis & Bockius LLP, the Parent and the Company. "Holdco Bond Indentures" has the meaning ascribed to such term in Section 2.1(b)(ii)(H). "Holdco Bonds" means, collectively, the Parent's (i) 5.750% Senior Notes due 2018 and (ii) 6.125% Senior Notes due 2024. "Master Note Purchase Agreement" has the meaning ascribed to such term in Section 1. "Material Lien" has the meaning ascribed to such term in Section 5.1(c). "Noteholders" has the meaning ascribed to such term in Section 1. "Notes" means, collectively, the Company's 5.92% Senior Notes, Series 2008-B, due March 1, 2018, 7.31% Senior Notes, Series 2009-A, due March 1, 2016, 7.77% Senior Notes, Series 2009-B, due March 1, 2019, 4.98% Senior Notes, Series 2010-A, due January 27, 2017, 5.50% Senior Notes, Series 2010-B, due January 28, 2020, 5.60% Senior Notes, Series 2010-C, due January 28, 2022, 5.85% Senior Notes, Series 2010-D, due January 28, 2025, 4.51% Senior Notes, 2010 Series E, due October 12, 2020, 4.66% Senior Notes, 2010 Series F, due October 12, 2022 and 4.91% Senior Notes, 2010 Series G, due October 13, 2025. "Overdue Interest" has the meaning ascribed to such term in Section 2.1. "Overdue Principal" has the meaning ascribed to such term in Section 2.1. "Parent Guarantors" means Ultra Petroleum Corp. a Yukon Territory of Canada corporation, and UP Energy Corporation, a Nevada corporation. "Related Parties" means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates. "Second Supplement" has the meaning ascribed to such term in Section 1. "Supplements" has the meaning ascribed to such term in Section 1. "Termination Date" has the meaning ascribed to such term in Section 2.1. "Third Supplement" has the meaning ascribed to such term in Section 1. "Ultra Entity" means each of the Parent, the Company, any subsidiary of the Parent (including the Company and its Subsidiaries) and any Affiliate of any of the foregoing. "Ultra Resources Financing Agreements" means this Agreement, the Master Note Purchase Agreement, the Supplements, the Notes and the Parent Guaranty. 6 4.CONDITIONS TO EFFECTIVENESS OF AMENDMENTS AND WAIVERS. The provisions of Section 2.1 and Section 2.2 (the "Amendments and Waivers") shall become effective as of the date of satisfaction of all of the following conditions (the "Effective Date") so long as such date shall occur on or before March 1, 2016: (a) the Company and the Noteholders shall have executed and delivered this Agreement; (b) the Credit Agreement Limited Waiver Agreement shall be in form and substance satisfactory to the Noteholders, which satisfaction shall be evidenced by the release of their signature pages hereto, and shall have been executed and delivered by the parties thereto, and the forbearance provided for thereby shall have become effective; and (c) the Company shall have paid all reasonable and documented fees, costs and expenses incurred by the Noteholders in connection with this Agreement and any transactions contemplated hereby, including any and all outstanding professional fees and expenses of FTI and Morgan Lewis, as set forth in statements delivered to the Company at least one day prior to the Effective Date. 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Definitions. In addition to those terms defined elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings: Agreement: this Agreement. Guaranteed Obligations: all liabilities and obligations (i) of Borrower to Agent and Lenders with respect to the Obligations evidenced by the Loan Documents, (ii) of Guarantor to Agent and Lenders with respect to the Obligations evidenced by the Loan Documents, in each case, however and whenever incurred or evidenced,... whether primary, secondary, direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted or acquired, and all modifications, extensions and renewals thereof, fees and expenses incurred by Agent or Lenders (including any fees or expenses that accrue after the commencement of an insolvency proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such insolvency proceeding), or otherwise, and any and all expenses (including reasonable counsel fees and expenses) incurred by Agent and Lenders, in enforcing any rights under this Agreement. Without limiting the generality of the foregoing, Guaranteed Obligations shall include all amounts that constitute part of the Guaranteed Obligations and would be owed by Borrower to Agent and Lenders but for the fact that they are unenforceable or not allowable, including due to the existence of a bankruptcy, reorganization, other insolvency proceeding or similar proceeding involving Borrower or Guarantor. View More

Definitions. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the... Uniform Commercial Code: Agreement. View More

Definitions. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the... Uniform Commercial Code: Agreement. The word "Agreement" means this Subordination Agreement, as this Subordination Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Subordination Agreement from time to time. Borrower. The word "Borrower" collectively means Blonder Tongue Laboratories, Inc. and R. L. Drake Holdings, L.L.C. and includes all co-signers and co-makers signing the Note and all their successors and assigns. Creditor. The word "Creditor" means Robert J. Pallé and/or Carol Pallé, jointly and their successors and assigns.. Lender. The word "Lender" means Santander Bank, N.A. (f/k/a Sovereign Bank, N.A. ), its successors and assigns. Note. The word "Note" collectively means (a) the Term Note dated August 6, 2008 and executed by Blonder Tongue Laboratories, Inc. in the principal amount of $4,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement and (b) the Revolving Credit Note dated August 6, 2008 and executed by Blonder Tongue Laboratories, Inc. in the principal amount of $4,000,000.00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Superior Indebtedness. Security Interest. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. Subordinated Indebtedness. The words "Subordinated Indebtedness" mean the indebtedness described in the section of this Agreement titled "Subordinated Indebtedness". Superior Indebtedness. The words "Superior Indebtedness" mean the indebtedness described in the section of this Agreement titled "Superior Indebtedness". View More

Definitions. All capitalized terms not otherwise defined herein are used as defined in the Transaction Documents.

Definitions. (b) "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where "control" shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as amended from time to time.