Definitions

Definitions. (i) "Amendment No. 3" means Amendment No. 3 to Credit Agreement dated as of February 22, 2021, among the Borrowers, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent. (ii) "Amendment No. 3 Effective Date" has the meaning assigned to such term in Amendment No. 3. (b) Amended and Restated Definition. The definition of "Aggregate Revolving Commitment" contained in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read... in full as follows: "Aggregate Revolving Commitment" means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Amendment No. 3 Effective Date, the Aggregate Revolving Commitment is $750,000,000." (c) Amended Definitions. The definitions of "Commitment", "Commitment Schedule", and "Revolving Commitment" contained in Section 1.01 of the Existing Credit Agreement are hereby amended to replace each reference to "Amendment No. 2 Effective Date" therein with "Amendment No. 3 Effective Date" in lieu thereof. View More

Definitions. As used in this Amendment, capitalized terms shall have the meaning ascribed to such terms in the Coinsurance Agreement, as follows or as elsewhere defined herein: "Policy" or "Policies" means those insurance policies of the Ceding Company listed in Schedule I attached hereto (including all supplements, endorsements, riders and ancillary agreements in connection therewith), which policies or other agreements (i) are in effect as of the Effective Date or (ii) became effective after the Effective... Date, including without limitation through (A) the reinstatement of lapsed policies pursuant to provisions therein or applicable law, or (B) the renewal thereof by the Ceding Company after the Effective Date to satisfy renewal rights under contractual provisions or applicable law. View More

Definitions. (c)"Confidential Information" means all information regarding the Company, its activities, businesses or customers which I learned as a result of my employment, that is valuable to the Company and that is not generally disclosed by practice or authority to persons not employed or otherwise engaged by the Company, but that does not rise to the level of a Trade Secret. "Confidential Information" shall include, but is not limited to, financial plans and data; legal affairs; management planning... information; business plans; acquisition plans; operational methods and technology; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements and specifications; customer pricing and profitability data; past, current and planned research and development; employee-related information and new personnel acquisition plans. "Confidential Information" shall not include information that is or becomes generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. However, although certain information may be generally known in the relevant industry, the fact that the Company uses such information may not be so known and in such instance the information would compromise Confidential Information. This definition shall not limit any definition of "confidential information" or any equivalent term under applicable state or federal law. View More

Definitions. The following are definitions of some of the defined terms used in this Lease. The definition of other defined terms are found throughout this Lease.

Definitions. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement (as amended hereby).SECTION 2. Amendment of Credit Agreement. Effective as of the Third Amendment Effective Date:iii.The following definitions are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

Definitions. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to a specified Person or Party, any other Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such first Person or Party. "Agreement" has the meaning ascribed to such term in the preamble. "Brand" means any and all alcoholic beverage and distilled spirits related to the "Redneck Riviera" name, including, without... limitation, Redneck Riviera, Granny Rich, Howdy Dew, and any and all extensions or derivatives of such products, and any authorized products, as defined under the Eastside License Agreement. "Business Day" means any day other than (i) any Saturday or Sunday or (ii) any other day on which banks located in Nashville, Tennessee are required or authorized by Law to be closed for business. "Code" means the U.S. Internal Revenue Code of 1986, as amended. "Confidential Information" means any confidential or proprietary information or trade secrets of RRWC or RSG or their Affiliates, including personnel information, know-how, data, databases, business plans, advertising and marketing plans or systems, business and sales methods or systems, financial data (including sales and profit figures), customer and client lists, customer, client, dealer, distributor, staffing, vendor and supplier information (including principal contacts, addresses and telephone numbers, purchasing history, payment information and any other information). Notwithstanding the foregoing, Confidential Information does not include information that is or becomes generally available to and known by the public other than as a result of a breach of the confidentiality obligations set forth in this Agreement. "Contract" means any written or enforceable oral contract, agreement (including any distribution or wholesale agreement), license, sublicense, lease, sublease, sales order, purchase order, credit agreement, indenture, mortgage, note, bond or warrant (including all amendments, supplements and modifications thereto), except any common law contracts with employees of RRWC or any of its Affiliates. "Contractor" means an individual who meets the common law test of an independent contractor, including as articulated in IRS Rev. Rul. 87-41, 1987-1 C.B. 296. "Control" means (including, with correlative meanings, "controlled by," "controlling" and "under common control with"), with respect to any Person or Party, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person or Party, whether through the ownership of voting securities, by Contract or otherwise. "Dollars" or "$" means U.S. dollars. "Employee" means any employee of RRWC. "Encumbrance" means any lien, encumbrance, security interest, pledge, mortgage, easement, deed of trust, hypothecation or restriction on transfer of title or voting, whether imposed by agreement, understanding, Law, equity or otherwise, except for any restrictions on transfer generally arising under any applicable federal or state securities Laws. "Environmental Law" means any applicable federal, provincial, municipal or local or foreign statute, code, ordinance, rule, regulation, permit, approval, license, judgment, order, writ, decree, common law, injunction or other authorization in effect on the date hereof or at a previous time, relating to (a) threatened or actual of any of the following: emissions, discharges, releases escapes, injections, spills or dumping releases of Hazardous Substances into the environment, including into ambient air, soil, sediments, land surface or subsurface, buildings or facilities, surface water, groundwater, publicly-owned treatment works or septic systems; (b) the generation, treatment, storage, disposal, use, handling, manufacturing, transportation, shipment or remediation of Hazardous Substances; or (c) otherwise relating to the pollution or protection of the natural environment, health and safety, waste generation management, handling treatment, transportation or disposal, protection of environmentally sensitive areas. "Environmental Permit" means any approval, authorization, registration, license or other permission of any kind required under Environmental Law in respect to the Business. "Excluded Taxes" means any and all Liabilities for: (a) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (b) any Taxes of RRWC or any of its Affiliates for any taxable period; and (c) Taxes that are the responsibility of RRWC pursuant to Section 5.2. "GAAP" means generally accepted accounting principles in the United States, as in effect from time to time. "Governmental Authority" means any federal, state, provincial, local, municipal, foreign or other government, governmental, regulatory, Taxing or administrative agency, department, court, commission, board, bureau, tribunal or other authority or instrumentality. "Hazardous Substance" means any solid, liquid, gas, odor, radiation or other pollutant, hazardous, dangerous or toxic substance, material, mixture, or waste of any description whatsoever which is prohibited, controlled, restricted or regulated under any Environmental Law or which is otherwise a threat or potential threat to human health, safety or the environment. "Intellectual Property" means all domestic and foreign intellectual property and proprietary rights, including, without limitation all: (i) trade names, trademarks, service marks, trade dress, and logos, whether registered or not, and all registrations of and applications to register any of the foregoing, including the goodwill symbolized thereby or associated therewith; (i) inventions, patents, patent applications, utility models, statutory invention registrations, mask works, invention disclosures, and industrial designs, and all reissues, divisional, renewal, extensions, provisionals, continuations and continuations-in-part thereof; (iii) copyrights in original works of authorship and registrations and applications therefor, and all original works of authorship, whether or not copyrightable; (iv) internet domain names and registrations therefor; (v) rights in all software; and (vi) Confidential Information in any form, including hardware, software, and methods and (vii) the right to recover for damages and profits for past and future infringement of any part of the foregoing. "Inventory" means all merchantable (as determined by RSG, in its sole discretion) RRWC inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories, including all RRWC Barrel Inventory held by third parties, regardless of location, related to the Brand. "IRS" means Internal Revenue Service. "Knowledge" means, (i) when used with respect to RRWC, the actual knowledge of Paul Block, Chairman of the Board and Chief Executive Officer of RRWC, and Geoffrey Gwin, Chief Financial Officer of RRWC, or knowledge that such persons would reasonably be expected to discover or otherwise become aware of after due and reasonable inquiry, none of whom shall have any personal Liability regarding such knowledge except as otherwise provided in this Agreement, and (ii) when used with respect to RSG, the actual knowledge of Kevin Sachs, or knowledge that such persons would reasonably be expected to discover or otherwise become aware of after due and reasonable inquiry, none of whom shall have any personal Liability regarding such knowledge. "Law" means any law, international treaty, statute, ordinance, official standard, rule, regulation, code, binding case law or principle of common law, enacted or promulgated by any Governmental Authority. "Liability" or "Liabilities" means debts, commissions, duties, fees, salaries, performance or delivery penalties, warranty liabilities and other liabilities and obligations of any nature (whether pecuniary or not, including obligations to perform or forebear from performing acts or services and whether direct or indirect, known or unknown, fixed or contingent, liquidated or unliquidated, accrued or unaccrued, matured or unmatured, determinable or undeterminable), and fines or penalties. "Loss" means and includes any and all Liabilities, losses, damages, expenses (including reasonable attorney's fees), costs, fines, fees, penalties and obligations. "Permit" means any permit, license, approval, consent, registration, certification, endorsement or qualification granted by or obtained from any Governmental Authority pursuant to Law. "Person" means and includes any domestic or foreign individual, partnership, corporation, limited liability company, group, association, joint stock company, trust, estate, joint venture, unincorporated organization or any other form of business or professional entity or Governmental Authority (or any department, agency or political subdivision thereof). "Pre-Closing Tax Period" means any Tax period ending on or before the Closing Date and the portion of any Straddle Period through the end of the Closing Date. "Proceeding" means any claim, action, suit, arbitration or proceeding against any third party or before any Governmental Authority or arbitrator or any audit, examination or investigation commenced, brought or conducted by any Governmental Authority. "Registrations" shall mean authorizations, approvals, clearances, consents, licenses, permits, certificates, exemptions or registrations issued or otherwise made available by any Regulatory Authority or Governmental Authority (including TTB registrations and basic permits, COLA approvals and other labeling approvals, registration notifications or their foreign equivalent) that are required for the research, investigation, development, production, manufacture, labeling, distribution, marketing, storage, shipping, transportation, export, import, use or sale of the Purchased Assets. "Regulatory Authority" shall mean the ABC, TTB, FDA, and any other Governmental Authority that regulates the research, investigation, development, production, marketing, distribution, storage, shipping, transport, advertising, labeling, promotion, sale, export, import, use, handling and control, safety, efficacy, reliability or manufacturing of alcoholic beverage products. "Related Documents" means the Supplier Agreement, and each other agreement, instrument, certificate and document delivered as a condition to the Closing or otherwise in connection with the transactions contemplated by this Agreement. "Representatives" means, with respect to any Person or Party, such Person's or Party's directors, managers, officers, employees, agents and advisors (including accountants, consultants, investment bankers, legal counsel and other experts) and other representatives. "Sanctions" means economic or financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce (ii) the United Nations Security Council; (iii) the European Union or any of its member states; or (iv) Her Majesty's Treasury. "Services" means any of the commercial services provided by or contemplated by RRWC at any time to any third party, whether or not sold to such third party. "Tax" or "Taxes" means, with respect to any Person or Party, (a) all income taxes (including any tax on or based upon net income, gross income, or income as specially defined, or earnings, profits, or selected items of income, earnings or profits) and all gross receipts, value-added (VAT or IVA), sales, use, escheat, unclaimed property, goods and services, harmonized sales, ad valorem, transfer, registration, real or personal property, franchise, license, withholding, payroll, employment, social security, social insurance or windfall profits taxes, alternative or add-in minimum taxes, employment insurance premiums, customs duties, tariffs, excise, or other taxes of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax Authority on such Person or Party, (b) any Liability for the payment of any amounts of the type described in clause (a) of this definition for the Taxes of any other Person pursuant to Section 1.1502-6 of the Treasury Regulations (or any comparable provisions under state, local or non-U.S. Law), and (c) any Liability for the payment of any amounts of the type described in clause (a) of this definition as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the Liability of any other Person as a successor or transferee, by Contract, or otherwise. "Tax Authority" means any Governmental Authority or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax. "Tax Return" means any return, report, certificate, election, designation, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, amended Tax return, claim for refund or declaration of estimated Tax) required or permitted to be supplied to, or filed with, a Tax Authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax. "Treasury Regulations" means the Federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, in effect as of the date hereof. View More

Definitions. (a) Unless otherwise defined herein, terms defined in the Indenture and used herein shall have the meanings given to them in the Indenture. Any term used herein or in the Indenture without definition that is defined in the UCC has the meaning given to it in the UCC.

Definitions. As used in this Agreement, the following terms have the meaning ascribed to them below:

Definitions. Unless the context otherwise requires, capitalized terms used herein without definition and defined in the Purchase Agreement are used herein as defined therein. Notwithstanding the foregoing, as used herein the capitalized words and terms defined in this Section 1 shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined:

Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Maximum Committed Purchase Price" in its entirety.