Definitions and Interpretation Clause Example with 4 Variations from Business Contracts

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights corresponding to all of the foregoing t...hroughout the world, now owned and existing or hereafter arising, created or acquired. "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction. "Obligations" means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor or any of its subsidiaries to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Notes, Note, this Agreement, that certain Securities Note Purchase Agreement of even date herewith, entered into by and between Debtor and Secured Party (the "Purchase Agreement"), any other Transaction Documents (as defined in the Purchase Agreement), any other promissory note issued by Debtor in favor of Secured Party (or any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys' fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Notes Note or in connection with the collection or enforcement of any portion of the indebtedness, 1 liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Debtor (or any of its subsidiaries) contained in this Agreement and all other Transaction Documents. 1 "Permitted Liens" means (a) Liens for taxes taxes, assessments and other governmental charges or levies not yet delinquent or Liens for taxes taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement Party, (c) that certain Lien in favor of Iliad Research and Trading, L.P, (d) that certain lien in favor of Chicago Venture Partners, L.P., (e) a certain Lien in favor of Debtor's current landlord, (f) Liens which constitute purchase money security interests or arise in connection with capitalized leases (and attaching only to the property being purchased or leased), (g) Liens securing the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (h) Liens securing premium financing obligations, (i) Liens arising under from precautionary UCC financing statement filings in respect of operating leases, and (j) Liens existing on the other Transaction Documents. date hereof. "UCC" means the Uniform Commercial Code as in effect in the state jurisdiction whose laws would govern the security interest in, including without limitation the perfection thereof, and foreclosure of the applicable Collateral. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights corresponding to all of the foregoing t...hroughout the world, now owned and existing or hereafter arising, created or acquired. "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction. "Obligations" means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor or any of its subsidiaries to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Notes, Note, this Agreement, that certain Securities Note Purchase Agreement of even date herewith, entered into by and between Debtor and Secured Party (the "Purchase Agreement"), any other Transaction Documents (as defined in the Purchase Agreement), any other promissory note issued by Debtor in favor of Secured Party (or any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys' fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Notes Note or in connection with the collection or enforcement of any portion of the indebtedness, 1 liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Debtor (or any of its subsidiaries) contained in this Agreement and all other Transaction Documents. 1 "Permitted Liens" means (a) Liens for taxes taxes, assessments and other governmental charges or levies not yet delinquent or Liens for taxes taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement Party, (c) that certain Lien in favor of Iliad Research and Trading, L.P, (d) a certain Lien in favor of Debtor's current landlord, (e) Liens which constitute purchase money security interests or arise in connection with capitalized leases (and attaching only to the property being purchased or leased), (f) Liens securing the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (g) Liens securing premium financing obligations, (h) Liens arising under from precautionary UCC financing statement filings in respect of operating leases, and (i) Liens existing on the other Transaction Documents. date hereof. "UCC" means the Uniform Commercial Code as in effect in the state jurisdiction whose laws would govern the security interest in, including without limitation the perfection thereof, and foreclosure of the applicable Collateral. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights corresponding to all of the foregoing t...hroughout the world, now owned and existing or hereafter arising, created or acquired. "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction. "Obligations" means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Notes, Note, this Agreement, that certain Securities Purchase Agreement of even date herewith, entered into by and between Debtor and Secured Party (the "Purchase Agreement"), any other Transaction Documents (as defined in the Purchase Agreement), any other promissory note issued by Debtor in favor of Secured Party (or any affiliate of Secured Party), or any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, , (b) all costs and expenses, including attorneys' fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Notes Note or in connection with the collection or enforcement of any portion of the indebtedness, 1 liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents. "Permitted Liens" means (a) Liens for taxes taxes, assessments and other governmental charges or levies not yet delinquent or Liens for taxes taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement Party, (c) Liens which constitute purchase money security interests or arise in connection with Capitalized Leases (and attaching only to the property being purchased or leased), (d) Liens securing the claims of materialmen, mechanics, carriers, warehousemen or landlords for labor, materials, supplies or rentals incurred in the ordinary course of business, (e) Liens securing premium financing obligations, (f) Liens arising under from precautionary UCC financing statement filings in respect of operating leases, and (g) Liens existing on the other Transaction Documents. date hereof. 1 "UCC" means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without limitation the perfection thereof, and foreclosure of the applicable Collateral. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Final Funding Date" means the date that the Initial Cash Purchase Price (as defined in the Purchase Agreement) has been funded and both Investor Notes (as defined in the Purchase Agreement) have been paid in full. "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (softwar...e or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, patents and all rights corresponding to all of the foregoing such patents throughout the world, now owned and existing or hereafter arising, created or acquired. existing. "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction. "Obligations" means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor or any of its affiliates and/or subsidiaries to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Notes, Note, this Agreement, that certain Securities Note Purchase Agreement of even date herewith, entered into by and between Debtor and Secured Party (the "Purchase Agreement"), any other Transaction Documents (as defined in the Purchase Agreement), any other agreement between Debtor or any affiliate or subsidiary of Secured Party) and Secured Party (or any affiliate of Secured Party) or any other promissory note issued by Debtor (or any affiliate or subsidiary of Debtor) in favor of Secured Party (or any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys' fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Notes Note or in connection with the collection or enforcement of any portion of the indebtedness, 1 liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Debtor (or any of its affiliates or subsidiaries) contained in this Agreement and all other Transaction Documents. 1 "Permitted Liens" means (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established, and (b) Liens in favor of Secured Party under this Agreement or arising under the other Transaction Documents. Documents or prior agreements between Debtor and Secured Party. "UCC" means the Uniform Commercial Code as in effect in the state jurisdiction whose laws would govern the security interest in, including without limitation the perfection thereof, and foreclosure of the applicable Collateral. Collateral, or any equivalent laws in any other jurisdiction that govern the grant of a security interest in the types of assets encumbered by this Agreement. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More