“Tax” means any expose otherwise upcoming income tax, levy, impost, duty, evaluation, charges, payment, deduction otherwise withholding of any nature and almost any entitled, from the whomsoever, on whomsoever and you can regardless of where imposed, levied, compiled, withheld or assessed, plus one desire, additions so you’re able to taxation otherwise punishment applicable 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 dos.9(c), or (y) the Commitments have been terminated pursuant to 1.
“Deal Costs” mode the fresh costs, will cost you and you will costs payable of the Supplier otherwise Organization to your or contained in this 90 (90) weeks after the Closure Day regarding the the new transactions contemplated from the Borrowing Data.
“Complete Repay Multiple” means, for any Lease, the sum all the arranged repayments with respect to instance Rent (internet of scheduled costs away from sales and make use of taxation in respect to help you a lease), conveyed since the a percentage of your own fresh Acquisition Worth.
“Underwriting Policies” means the Underwriting Dossier in the form attached hereto as Plan cuatro, as such policies, procedures, guidelines and methodologies ended from time to time in accordance with Point 6.sixteen.
““Unrestricted Cash” function bucks and cash Alternatives that are not subject to or at the mercy of any Lien or other preferential plan and only any collector.
“Authenticity Make certain” means specific make certain contract by which the newest Legitimacy Guarantor agrees, on the fresh thickness out of particular enumerated situations, so you’re able to surely, for any reason and you can irrevocably guarantee the full and you will fast payment when due, if or not in the said readiness, by the expected prepayment, ounts owed by Company hereunder.
“Verification Agent” means Xxxxx Fargo Lender, N.A beneficial., in potential just like the provider away from functions underneath the Verification Broker Arrangement, or any replacement thereto or assignee thereof towards the total amount let by Verification Representative Agreement.
“Verification Broker Agreement” mean the Confirmation Agent Arrangement, old at the time of new , of the and ranging from Organization, Confirmation Broker and you may Management Representative, because ended, supplemented or otherwise modified sometimes.
“Confirmation Knowledge” mode in accordance with the regards to the Verification Broker Arrangement, Team have introduced, or brought about as taken to the latest Confirmation Broker, the fresh Book Document about for each Lease which is, on the such as for example Credit Go out, becoming transported and you will delivered to Providers pursuant on the Advantage Marketing Agreement, and the Management Broker has had a verification Certificate regarding the Confirmation Broker.
“Per week Commission Count” function, for the Lease this new “Overall out of Money” (excluding conversion process and employ tax) listed on the Rent Agreement split up because of the 52.
1.1 Accounting Terms. Except as otherwise expressly given 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 title loan calculator West Virginia 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.