“Tax” means one expose or coming tax, levy, impost, obligation, investigations, costs, commission, deduction or withholding of any characteristics and you may any sort of named, by whomsoever, on whomsoever and you will regardless of where implemented, levied, gathered, withheld otherwise examined, including people desire, improvements so you can taxation otherwise penalties 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 Point 2.9(c), or (y) the Commitments have been terminated pursuant to step one.
“Deal Will cost you” mode new fees, costs and you can expenditures payable because of the Provider or Team to the or within this ninety (90) months pursuing the Closing Go out regarding the the fresh new deals contemplated by Borrowing Data files.
“Complete Payback Numerous” setting, for the Book, the sum of all booked repayments with regards to such as for instance Rent (internet off scheduled costs regarding conversion process and employ income tax in accordance to help you a rent), expressed since the a percentage of the brand new Acquisition Worth.
“Underwriting Policies” means the Underwriting Dossier in the form attached hereto as Agenda 4, as such policies, procedures, guidelines and methodologies ended from time to time in accordance with Section 6.sixteen.
““Open-ended Dollars” means bucks and cash Equivalents which aren’t controlled by otherwise subject to any Lien or any other preferential arrangement in favor of people creditor.
“Validity Verify” means certain make sure agreement whereby new Authenticity Guarantor believes, on the brand new thickness of specific enumerated events, so you can absolutely, for any reason and you may irrevocably guarantee the full and you can quick commission whenever owed, if or not within mentioned readiness, from the requisite prepayment, ounts owed of the Business hereunder.
“Verification Representative” function Xxxxx Fargo Financial, N.Good., within the capability given that provider away from properties beneath the Verification Representative Arrangement, otherwise any successor thereto otherwise assignee thereof toward the total amount enabled by the Verification Broker Arrangement.
“Confirmation Broker Contract” imply the fresh Verification Broker Arrangement, old by the latest , from the and you can anywhere between Providers, Confirmation Representative and you may Administrative Representative, because it concluded, supplemented or otherwise altered sporadically.
“Confirmation Experiences” function in accordance with the terms of the new Confirmation Representative Agreement, Company has lead, otherwise caused to-be brought to brand new Verification Agent, the fresh new Book File linked to for each and every Rent that is, on the such Borrowing from the bank Time, becoming transported and brought to Organization pursuant on Asset Sale Agreement, and the Management Representative has already established a verification Certification from the Confirmation Representative.
“Weekly Payment Count” form, when it comes down to Lease the “Total regarding Payments” (excluding sales and rehearse taxation) listed on the Book Arrangement split up from the 52.
1.1 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall https://www.fasterloansllc.com/title-loans-ma 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 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.