Defined Terms Contract Clauses (16,906)

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

Defined Terms. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Any term used herein or in the Credit Agreement without definition that is defined in the UCC has the meaning given to it in the UCC. (b) "ABL Priority Collateral" shall have the meaning assigned that term in the ABL Intercreditor Agreement. (c) "Collateral" shall have the meaning provided in Section 2. (d) "Collateral Agent" shall have the... meaning provided in the preamble hereto. (e) "Equity Interests" shall mean, collectively, Capital Stock and Stock Equivalents. (f) "Guarantee" shall have the meaning provided in the recitals hereto. 2 (g) "Holdings" shall have the meaning provided in the recitals hereto. (h) "Intercreditor Agreement" means the ABL Intercreditor Agreement and/or, in each case if executed, any First Lien Intercreditor Agreement and/or Second Lien Intercreditor Agreement and/or, as the context may require (each, an "Intercreditor Agreement" and collectively, the "Intercreditor Agreements"). (i) "Obligations" shall mean the Obligations (as defined in the Credit Agreement). (j) "Pledge Agreement" shall have the meaning provided in the preamble hereto. (k) "Pledged Debt" shall have the meaning provided in the recitals hereto. (l) "Pledged Shares" shall have the meaning provided in the recitals hereto. (m) "Pledgors" shall mean the Subsidiary Pledgors, Holdings, the Texas Intermediate Holdcos and the Borrower. (n) "Proceeds" has the meaning given to it in the UCC. (o) "Security Interest" shall have the meaning provided in Section 2. (p) "Subsidiary Pledgor" shall have the meaning provided in the recitals hereto. (q) "Termination Date" shall have the meaning ascribed thereto in Section 13(a). (r) "Texas Intermediate Holdcos" shall have the meaning provided in the recitals hereto. (s) "UCC" shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent's and the Secured Parties' security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions. (t) Sections 1.2, 1.5, 1.9 and 1.10 of the Credit Agreement are incorporated herein by reference, mutatis mutandis. View More

Defined Terms. As used in this Security Agreement, the following terms shall have the following meanings: "Ancillary Agreements" means the Security Agreement-Pledges that shall be executed by the Company and all of its subsidiaries in favor of the Secured Party, dated as of even date herewith and guarantees to be executed by any subsidiaries or entities that are owned by or controlled directly or indirectly by the Company as of the date of this Security Agreement or whenever thereafter acquired by the... Company. "Collateral" has the meaning specified in Section 2. "Event of Default" has the meaning specified in Section 10. "Proceeds" means all proceeds of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, Collateral, including, without limitation, all claims of the Company against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral, in each case whether now existing or hereafter arising. 1 "Receivables" means all "accounts", "chattel paper", "instruments", "documents", "general intangibles" (including "payment intangibles") (as each such term is defined in the UCC) and other obligations owed to the Company of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and whether or not evidenced by a written agreement, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts including support agreements (as such term is defined in the UCC) (all such written or unwritten agreements, security agreements, leases and other contracts, including all support agreements, being the "Related Contracts"), securing or otherwise relating to any such accounts, chattel paper, instruments, documents, general intangibles or other obligations. "Secured Liabilities" means all present and future obligations and liabilities (whether actual or contingent and whether now or hereafter owed jointly or severally or as principal, Company, guarantor, surety or otherwise or as the equivalent obligor under the laws of any jurisdiction) of the Company pursuant to the terms of the Promissory Note, together with: (i) all costs, charges and expenses incurred by the Secured Party in connection with or arising out of the protection, preservation or enforcement of the Secured Party's rights under the Promissory Note; (ii) any modification, renewal or extension of or increase in any of those obligations or liabilities; (iii) any claim for damages or restitution in the event of rescission of any of those obligations or liabilities or otherwise in connection with the Promissory Note; (iv) any claim against the Company flowing from the recovery by the Company of a payment or discharge in respect of any of those obligations or liabilities on grounds of preference or otherwise; (v) all other amounts now or in the future owed by the Company to the Secured Party pursuant to the terms of the Promissory Note; and (vi) any amounts that would be included in any of the foregoing but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency, bankruptcy or other proceedings. "Security Interest" means the security interest granted in accordance with Section 2, as well as all other security interests created or assigned as additional Collateral for the Secured Liabilities in accordance with the provisions of this Security Agreement or otherwise. "Subsidiary" or "Subsidiaries" means any legally existing entity that the Company owns in whole or if in part, has control of greater than a majority of the equity ownership and/or a majority voting control thereof. 2 "UCC" means the Uniform Commercial Code in effect from time to time in the State of Texas; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Security Interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of Texas, "UCC" means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such perfection or effect of perfection or non-perfection. View More

Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Note.