Defined Terms Contract Clauses (16,906)

Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as so defined.

Defined Terms. All terms defined in the Lease when used herein shall have the same meaning as is given such terms in the Lease unless expressly superseded by the terms of this Number Amendment.

Defined Terms. As used in this Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement (as amended hereby), unless expressly provided to the contrary.

Defined Terms. Except as otherwise defined in this First Amendment, terms defined in the Credit Agreement are used herein as defined therein.

Defined Terms. For purposes of this Release, the following terms shall have the following meanings: "Affiliate" means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any... Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. "Company Released Claims" means all Claims subject to the release provided in Section 1(a) above, which shall not include, for the avoidance of doubt, any Director Excluded Claims. "Claims" means all actions, arbitrations, audits, hearings, investigations, litigations, orders, suits (whether civil, criminal, administrative, investigative or informal), debts, sums of money, interest owed, accounts, contribution obligations, reckonings, bonds, bills, covenants, controversies, agreements, guaranties, promises, undertakings, variances, trespasses, credit memoranda, charges, damages, judgments, executions, obligations, costs, expenses, fees (including attorneys' fees and court costs), counterclaims, claims, demands, causes of action and liabilities, including without limitation to any rights to indemnification, reimbursement or contribution, whether pursuant to any instrument or contract or otherwise, any and all offsets and defenses, in each case related to any action, inaction, event, circumstance or occurrence occurring or alleged to have occurred prior to the Effective Date, whether known or unknown, absolute or contingent, matured or unmatured, foreseeable or unforeseeable, previously or presently existing or hereafter discovered, at law, in equity or otherwise, whether arising by statute, common law, in contract, in tort or otherwise, of any kind, character or nature whatsoever. "Director Excluded Claims" means any Claims by the Director or any other Person claiming by or through the Director relating to (i) rights to indemnification, advancement of expenses or exculpation of the Director pursuant to the certificate of incorporation and bylaws of the Company, the organizational documents of any Affiliate of the Company, the terms of the Indemnification Agreement, any other agreement between the Company or any of its Affiliates and the Director, and applicable law, in each case as in effect at the time of any act or omission as to which such rights are sought or, to the extent greater protection is provided, at any later date; (ii) the Company's and Mr. Murphy's respective obligations under the Cooperation Agreement; and (iii) the rights of the Director under this Agreement. 8 "Director Released Claims" means all Claims subject to the release provided in Section 2(a) above. "Person" means an individual or entity, including any corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, or governmental authority. View More

Defined Terms. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Unified Agreement.

Defined Terms. Capitalized terms used in this Agreement and not specifically defined herein shall have the respective meanings ascribed thereto in the Plan. In the event of any inconsistency between the Agreement and the Plan, the terms of the Plan shall govern. The terms of the Plan are incorporated into this Agreement and the Common Stock issued hereunder are subject to the provisions of the Plan. In the event that the outstanding securities of any class then comprising the Shares are increased, decreased... or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or any other adjustment is made as provided in Section 13(a) of the Plan, then, unless the Committee shall determine otherwise, the terms "Common Stock" or "Shares" shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the Shares, or into or for which the Shares are so increased, decreased, exchanged or converted. Whenever the word "Participant" is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators or personal representatives, the world "Participant" shall be deemed to include such person or persons. View More

Defined Terms. All terms that are used herein that are not defined herein shall have the meaning ascribed to them in the Modification Agreement.

Defined Terms. Guaranty 1 3. Right of Set-off 2 4. Subrogation 2 5. Amendments, etc. with Respect to the Obligations 3 6. Guaranty Absolute and Unconditional 3 7. Reinstatement 5 8. Payments 5 9. Event of Default 5 10. Severability 5 11. Headings 5 12. No Waiver; Cumulative Remedies 5 13. Waivers and Amendments; Successors and Assigns; Governing Law 6 14. Notices 6 15. Jurisdiction 7 16. Integration 8 17. Acknowledgments 8 -i- GUARANTY This GUARANTY, dated as of August [7], 2020 (as may be amended, restated,... supplemented or otherwise modified from time to time, this "Guaranty"), is made by PENNYMAC MORTGAGE INVESTMENT TRUST ("Guarantor"), in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the "Buyer"). RECITALS WHEREAS, pursuant to the Master Repurchase Agreement, dated as of August [7], 2020 (as may be amended, restated, supplemented or otherwise modified from time to time, the "PC Repurchase Agreement"), among PENNYMAC CORP. (the "Seller"), CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (the "Administrative Agent") and Buyer, Buyer has agreed from time to time to enter into Transactions with Seller. It is a condition precedent to the obligation of Buyer to enter into Transactions with Seller under the PC Repurchase Agreement that Guarantor shall have executed and delivered this Guaranty to Buyer; WHEREAS, as a condition precedent to entering into the PC Repurchase Agreement, the Guarantor is required to execute and deliver this Guaranty; and WHEREAS, the Guarantor will receive a benefit, either directly or indirectly from the Seller for entering into this Guaranty. NOW, THEREFORE, in consideration of the foregoing premises, to induce Buyer to enter into the PC Repurchase Agreement and to enter into Transactions thereunder, Guarantor hereby agrees with Buyer, as follows: 1. Defined Terms. (a) Unless otherwise defined herein, terms which are defined in the PC Repurchase Agreement and used herein are so used as so defined. (b) For purposes of this Guaranty, "Obligations" shall mean all obligations and liabilities of Seller to Buyer, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of or in connection with the PC Repurchase Agreement and any other Program Agreements and any other document made, delivered or given in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees and disbursements of counsel to Buyer that are required to be paid by Seller pursuant to the terms of the Program Agreements and costs of enforcement of this Guaranty reasonably incurred) or otherwise. View More

Defined Terms. For purposes of this Agreement, the following terms shall have the meanings set forth below: (a) "Administrator" is defined in Section 13(a). (b) "Agreement" is defined in the preamble. (c) "Cause" shall mean the Executive's (i) personal dishonesty in connection with the performance of services for the Company, (ii) willful misconduct in connection with the performance of services for the Company, (iii) conviction for violation of any law involving (A) imprisonment that interferes with... performance of duties or (B) moral turpitude, (iv) repeated and intentional failure to perform stated duties, after written notice is delivered identifying the failure, and it is not cured within 10 days following receipt of such notice, (v) breach of a fiduciary duty to the Company, (vi) breach of the Proprietary Information and Invention Agreement or the Perceptron Executive Agreement Not to Compete, or (vii) engaging in activities detrimental to the interests of the Company that have a demonstrable adverse effect on the Company. 1 (d) "Claimant" is defined in Section 13(b). (e) "Code" is defined in Section 1. (f) "Company" is defined in the preamble. (g) "Continuation Period" is defined in Section 3. (h) "Disability" shall mean the Executive's inability to substantially perform for a continuous period exceeding six months the duties assigned to the Executive. The determination of Disability shall be made by a medical board-certified physician mutually acceptable to the Company and the Executive (or the Executive's legal representative, if one has been appointed), and if the parties cannot mutually agree to the selection of a physician, then each party shall select such a physician and the two physicians so selected shall select a third physician who shall make this determination. (i) "Executive" is defined in the preamble. (j) "Non-Competition Agreement" is defined in Section 7. (k) "Outside Date" is defined in Section 14. (l) "Prime Rate" is defined in Section 3(c). (m) "Proprietary Information and Invention Agreement" shall mean the Proprietary Information and Invention Agreement between the parties to this Agreement. (n) "Release" is defined in Section 3. (o) "Severance Benefits" is defined in Section 3(b). (p) "Termination of Employment" is defined in Section 3. View More