Indemnitee has the meaning set forth in Section 7.05(a).
Initial Closing has the meaning set forth in the Master Agreement.
Initial Valuation means $75,000,000, the valuation of 100% of the Class A Units held by GNC immediately after the Initial Closing, consisting of 600 shares of Class A Units, representing a per-Unit price of $125,000.
Interest Rate means the Prime Rate (as defined in the Master Agreement).
IVC Accrued Distributions has the meaning set forth in Section 5.03(b).
IVC Manager has the meaning set forth in Section 7.02(a)(i).
Law means, with respect to any Person or such Persons business, property or assets, any United States or foreign federal, state or local law, constitution, treaty, convention, ordinance, code, rule, regulation, published policy or guidance, statute (including the Act), order, injunction, judgment, decree, arbitration award, agency requirement, common law, ruling or other similar requirement enacted, adopted or promulgated by a Governmental Authority that is binding upon or applicable to such Person or such Persons business, property or assets, as amended unless expressly specified otherwise herein.
LTM Gross Revenue means, the gross revenue of the Company resulting from the manufacture and sale of GNC Products to GNC Purchaser (excluding, for the avoidance of doubt, gross revenue from the manufacture and sale of products to any third party), for the trailing twelve (12) month period ending on the month-end immediately prior to a Put Notice or Call Notice, as applicable.
Maintenance Expenditures means any capital expenditures necessary for the regular, ordinary maintenance of the Companys assets as of the Effective Date (including that portion of the Anderson Property attributable to the Company), as is required to maintain the working condition, productivity and efficiency of such assets as exist as of the Effective Date (including, to the extent necessary, the replacement of such assets).
Manager means any member of the Board.
Member means each of GNC, IVC and any other Person who becomes a Member in accordance with the terms of this Agreement, but does not include any Person who has ceased to hold any Units in the Company.
Member Minimum Gain means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i) with respect to partner minimum gain.