Defined Terms Contract Clauses (16,805)

Defined Terms. Capitalized terms used but herein and not otherwise defined herein have the meanings assigned to them given in the Existing Credit Agreement or the Amended Credit Agreement (as defined below), as the context may require.

Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement (after after giving effect to this Amendment). Amendment (the "Amended Loan Agreement").

Defined Terms. In this Amendment, capitalized terms used without separate definitions definition shall have the meanings given them in the Existing Credit Agreement.

Defined Terms. (a) Unless otherwise defined herein, terms defined in the Series 2020-SPIADVF1 2023-MSRVF1 Repurchase Agreement and used herein shall have the meanings given to them in the Series 2020-SPIADVF1 2023-MSRVF1 Repurchase Agreement. "Guaranty Expenses" means 100% of the losses, damages, costs, expenses, liabilities, claims or other obligations incurred by any Buyer Party (including reasonable out-of-pocket attorneys' fees and costs) associated with enforcing any rights with respect to, or... collecting, any or all of any Guaranty Obligations and/or enforcing any rights with respect to, or collecting against, VFN Guarantor under this Guaranty. "Guaranty Obligations" shall have the meaning set forth in Section 2(a) hereof. "Buyer Parties" means the Administrative Agent and Buyer. "Seller Delinquency Notice" means, upon the failure of the Seller to pay when due (taking into account any applicable notice and grace periods) any of its Obligations, a written notice sent by Administrative Agent to VFN Guarantor of such failure and the amount of the delinquent payment (the "Seller Delinquency Amount"). "Termination Date" shall have the meaning set forth in Section 2(e) hereof. (b) The words "hereof', "herein" and "hereunder" and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this Guaranty and section and paragraph references are to this Guaranty unless otherwise specified. (c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. View More

Defined Terms. Except as otherwise defined in this Agreement, capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings ascribed to such respective terms in the NPA or, if not defined therein, shall have the meanings ascribed to such respective terms in the applicable Convertible Note(s). Credit Agreement. The parties hereto hereby expressly agree that this Agreement shall constitute a Note Loan Document for all purposes of the NPA Credit Agreement and the... other Note Loan Documents. 2 2. Limited Waiver and Consent. With effect from the Consent Date until the last day of the Liquidity Period, the Agent and each Holder Lender party hereto agreed to waive the Specified Defaults and hereby is entering into this Agreement to document the terms and the conditions of the Specified Waivers and Consents in accordance with this Section 2. This Agreement and consent shall be limited precisely as written and no other terms, covenants or provisions of the NPA Credit Agreement or any other Note Loan Document are intended to be waived, amended or otherwise effected hereby. The waiver and consent set forth in the sentence immediately preceding shall be limited precisely as written, the limited waiver and consent with respect to compliance with the minimum liquidity test set forth in Section 4.2(p)(1) 7.16(a) of the NPA Credit Agreement shall remain in effect only until the last day of the Liquidity Period. The Specified Waivers and Consents shall relate solely to the Specified Defaults described above in the manner they exist on or prior to the date hereof and not to any other change in facts or circumstances occurring after the date hereof, or to any other Defaults or Events of Default now existing or occurring after the date hereof or any other violation of any provision of the NPA Credit Agreement or any of the other Note Loan Documents, and shall not in any way or manner restrict the Agent or any Holder Lender from exercising any rights or remedies they may have with respect to any other Default or Event of Default (including, for the avoidance of doubt, any Default or Event of Default existing as of the date hereof which is not one of the Specified Defaults as expressly enumerated above and conditioned in this Section 2) at any time in respect of the NPA Credit Agreement or any other Note Loan Document. Nothing in this Agreement shall be deemed to: (a) constitute a waiver of compliance by the Issuer Borrower or any other Note Loan Party with respect to any other term, provision or condition of the NPA Credit Agreement or any other Note Loan Document, or any other instrument or agreement referred to therein; or (b) create any course of dealing or otherwise impair or prejudice any right or remedy that the Agent or any other Secured Party may now have or may have in the future under or in connection with the NPA Credit Agreement or any other Note Loan Document, or any other instrument or agreement referred to therein, with respect to any matter other than those specifically and expressly waived and consented to in this Section 2. View More

Defined Terms. The following defined terms Set forth in Article 1.0 of the Lease are deleted in their entirety and replaced with the following: (a) Base Rent: Commencing on the Rent Commencement Date (as hereinafter defined) until the expiration of the fifteenth (15th) full Lease Year following the Rent Commencement Date (plus the partial month, if any, following the Rent Commencement Date), the annual Base Rent shall be equal to One Million One Six Hundred Fifty Ninety-Three Thousand ($1,150,000.00) ($1,693,000.00) Dollars, plus sales tax, tax and City of Miami parking surcharge, if applicable, and from the expiration of the fifteenth (15th) full Lease Year following the Rent Commencement Date until the expiration of the twentieth (20th) Lease Year following the Rent Commencement Date, the annual Base Rent shall be equal to One Million Two Eight Hundred Sixty-Five Sixty-Two Thousand ($1,265,000.00) Three Hundred ($1,862,300.00) Dollars, plus sales tax, tax and City of Miami parking surcharge, if applicable. (b) Initial Term: The period commencing on the Commencement Date and ending upon the expiration of the twentieth (20th) full Full Lease Year following the Rent Commencement Date (plus the partial month, if any, following the Rent Commencement Date), unless sooner terminated or extended as provided herein. View More

Defined Terms. All defined terms expressed in the VTC MTC shall, unless expressed to the contrary herein or the context otherwise requires, requires continue to have the same meanings where used in this Amendment 1.

Defined Terms. All capitalized terms used in this Amendment that are not otherwise defined herein shall have the same meaning meanings as is given such terms defined in the Original Lease. From and after the date hereof, Effective Date, all references in the Original Lease and herein to the "Lease" shall mean and refer to the Original Lease, Lease as amended hereby.

Defined Terms. Each capitalized term used but not otherwise defined herein has the meaning ascribed thereto in the Loan and Security Agreement.

Defined Terms. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined); defined): "AGREEMENT" shall have the meaning specified in the preamble hereof. "CLAIM AMOUNT" AMOUNT- shall mean the Restricted Stock. $69,389.00 "COMMON STOCK" shall mean the Company's common stock, $0.01 stock. $0.0001 par value per share, and any shares of any other class of common stock... whether now or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation of the Company). 1 "COURT" shall mean the United States District Circuit Court for the District of Maryland, Northern Division, located in Baltimore, Baltimore County, Maryland. "DISCOUNT" shall mean thirty (30%) percent. "DTC" shall have the meaning specified in Section 3b. "DWAC" shall have the meaning specified in Section 3b. "FAST" shall have the meaning specified in Section 3b. "GROSS PROCEEDS" shall mean proceeds from sales of Settlement Shares by LIVINGSTON. "NET PROCEEDS" shall mean Gross Proceeds less all brokerage, clearing and delivery related fees and charges associated with the generation of such Gross Proceeds, including but not limited to, commission and execution fees, ticket and deposit fees, DTC and Non-DTC, transfer agent and clearing agent fees. "PRINCIPAL MARKET" shall mean the Nasdaq National Market, the Nasdaq SmallCap Market, the Over the Counter Bulletin Board, OTCXD, the American Stock Exchange or the New York Stock Exchange, whichever is at the time the principal trading exchange or market for the Common Stock. "REMITTANCE AMOUNT" shall mean NET PROCEEDS multiplied by one minus the Discount ((1 — 0.30) or 0.70); "SELLER" shall mean any individual or entity listed on Schedule A, who originally owned the Claims. "SETTLEMENT SHARES" shall have the meaning specified in Section 3a. 2 "TRADING DAY" shall mean any day during which the Principal Market shall be open for business. "TRANSFER AGENT" shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon the Company's appointment of any such substitute or replacement transfer agent). 2 2. Fairness Hearing. Upon the execution hereof, Company and TRILLIUM agree, pursuant to Section 3(a) (10) of the Act, and the applicable section of the General Statutes of Maryland, to promptly submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court (the "Order"). View More