Excluded Taxes means, in relation to a Holder, (i) any Taxes of a Holder imposed on the net capital or income of the Holder by a governmental authority as a result of the Holder (a) carrying on a trade or business or having a permanent establishment in any jurisdiction or political subdivision thereof; (b) being organized under the laws of such jurisdiction or political subdivision thereof; or (c) being or being deemed to be resident in such jurisdiction or political subdivision thereof;.
Indemnified Taxes means all Taxes other than Excluded Taxes.
Mandatory Default Amount means the payment of one hundred twenty-five percent (125%) of the outstanding principal amount of this Note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses and liquidated damages due in respect of this Note.
New York Courts shall have the meaning set forth in Section 8(d). Note Register shall have the meaning set forth in Section 2(b).
Original Issue Date means the date of the first issuance of this Note, regardless of any transfers of any Note and regardless of the number of instruments which may be issued to evidence such Note.
Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Note.
Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Purchase Agreement means that certain Note Purchase Agreement, dated the date hereof, by and among the Company, the original Holder and the other parties named therein, if any, as amended, modified or supplemented from time to time in accordance with its terms.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Senior Indebtedness shall have the meaning set forth in Section 7.
Subsidiary means any subsidiary of the Company as set forth on Schedule 3.1(a) of the Purchase Agreement and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
Taxes includes all present and future income, corporation, capital gains, capital and value-added and goods and services or harmonized sales taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever imposed by any governmental authority, together with interest thereon and penalties with respect thereto, if any, and charges, fees and other amounts made on or in respect thereof.