“Tax” mode people present or upcoming income tax, levy, impost, obligations, investigations, charges, fee, deduction otherwise withholding of every character and you may any sort of titled, of the whomsoever, with the whomsoever and you can regardless of where imposed, levied, obtained, withheld or assessed, also any appeal, enhancements to income tax or charges appropriate thereto.
“Termination Date” means the date on which all of the following have occurred: (i) all Loans have been repaid in full in cash, (ii) all other Obligations (other than contingent indemnification obligations for which demand has not been made) under this Agreement and the other Credit Documents have been paid in full in cash or otherwise completely discharged, and (iii)(x) the Commitments have been permanently reduced to zero pursuant to Section dos.9(c), or (y) the Commitments have been terminated pursuant to 1.
“Deal Costs” function this new charge, will cost you and costs payable from the Provider or Organization to the otherwise in this ninety (90) weeks following the Closing Go out in connection with the fresh purchases considered by the Borrowing Data.
“Full Repay Multiple” form, the Lease, the sum most of the planned money with regards to eg Rent (online away from planned payments away from conversion and rehearse taxation with respect in order to a rental), shown since the a share of your new Purchase Well worth.
“Underwriting Policies” means the Underwriting Dossier in the form attached hereto as Schedule 4, as such policies, procedures, guidelines and methodologies ended from time to time in accordance with Point 6.sixteen.
““Open-ended Bucks” means bucks and money Counterparts which are not controlled by otherwise subject to people Lien and other preferential arrangement and only any creditor.
“Validity Make certain” means certain make certain arrangement for which brand new Authenticity Guarantor believes, through to the fresh thickness out-of specific enumerated situations, to help you seriously, unconditionally and you will irrevocably ensure the complete and you will prompt fee whenever due, if at the said maturity, by needed prepayment, ounts due by the Providers hereunder.
“Verification Representative” mode Xxxxx Fargo Lender, Letter.An excellent., within the skill because supplier regarding properties beneath the Verification Representative Contract, or people replacement thereto or assignee thereof towards extent allowed from the Verification Agent Arrangement.
“Confirmation Representative Arrangement” suggest the new Confirmation Agent Arrangement, dated since this new , from the and anywhere between Providers, Confirmation Representative and you can Management Agent, whilst concluded, supplemented otherwise changed sometimes.
Section 7
“Verification Feel” setting in accordance with the regards to brand new Confirmation Agent Contract, Organization keeps brought, or brought about is taken to new Verification Broker, new Lease File connected with for each and every Rent which is, with the including Borrowing Day, are transmitted and taken to Providers pursuant toward Resource Product sales Contract, in addition to Management Broker has experienced a verification Certificate on Verification Agent.
Point 5
“Per week Percentage Count” setting, for Book the fresh “Full from Payments” (excluding transformation and use income tax) on the Lease Agreement separated because of the 52.
1.1 Accounting Terms. Except as otherwise expressly considering herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. 1(a) and 1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in 1(e), if applicable). If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either Company, the Requisite Lenders or the Administrative Agent shall so request, the Administrative Agent, the Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP and accounting principles and policies in conformity with those used to prepare the Historical Financial Statements and (b) Company shall provide to the Administrative Agent and each Lender financial statements and other documents required under this Agreement or as requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after https://homeloansplus.org/payday-loans-mo/ giving effect to such change in GAAP. If Administrative Agent and Company cannot agree upon the required amendments within thirty (30) days following the date of implementation of any applicable change in GAAP, then all financial statements delivered and all calculations of financial covenants and other standards and terms in accordance with this Agreement and the other Credit Documents shall be prepared, delivered and made without regard to the underlying change in GAAP.