Definitions Clause Example with 5 Variations from Business Contracts

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in ...this Agreement shall have the meaning ascribed to it in this Agreement. 1 "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . 1 amended. "Business Day" shall mean any each day other than that is not a Saturday, a Sunday, Sunday or a other day on which banking institutions located in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" "Escrow Assets" shall mean the funds received from a Purchaser for its subscription of Common Units . Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check made payable to "Branch Banking Escrow Assets set forth on Schedule A hereto and Trust Company, as escrow agent for Energy 11" representing a Purchaser's subscription proceeds for Common Units. "Closing" shall mean the closing conducted by the Company and the Dealer Manager with respect to the sale of the Minimum Amount (as defined below) of Common Units . "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. "Joint Written "Escrow Period" shall mean the period commencing on the date hereof and ending on the Termination Date set forth on Schedule A hereto. "Company Representative" shall mean the person(s) so designated on Schedule A hereto or any other person designated in a writing signed and delivered to Escrow Agent in accordance with the notice provisions of this Agreement. "Written Direction" shall mean a written direction executed and delivered by the Company and the Dealer Manager, compatible with Section 4 below directing the Escrow Agent to disburse all or a portion of the Escrow Funds or otherwise directing any party hereto to take or refrain from taking an action pursuant to this Agreement. Assets. Any Joint Written Direction relating to a disbursement of Escrow Funds shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company has received and accepted subscription agreements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount and (ii) its instructions as to the payment of the subscription proceeds. Each Joint such Written Direction shall be accompanied by contain issuance instructions containing name, address, Taxpayer Identification Number, and other pertinent information, in each case to the documents set forth in Schedule B hereto. "Minimum Amount" shall mean $25 million, representing the sale of 1,315,790 Common Units. "Subscription Accounting" shall mean an accounting for all subscriptions for Common Units received and accepted by the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 "Termination Date" shall mean the date on which the Minimum Amount of Common Units have been sold or December ___, 2016, whichever event occurs first . extent not previously provided to Escrow Agent. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in ...this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . 1 Act. "Bank" shall mean Wells Fargo Bank, National Association, with principal offices located at 400 Hamilton Ave, Suite 210, Palo Alto, CA 94301. 2 "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" shall mean the funds received from a Purchaser for its subscription of Common Units . Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check made payable to "Branch Banking and Trust Company, as escrow agent for Energy 11" representing a Purchaser's subscription proceeds for Common Units. "Closing" shall mean the each closing conducted by the Company and the Dealer Manager Underwriter with respect to the sale of a Series pursuant to a Registration Statement that has been declared effective by the Minimum Amount (as defined below) of Common Units . Commission. "Effective Time" shall mean, with respect to a Registration Statement relating to an Offering, the time when such Registration Statement has been declared effective by the Commission. "Escrow Funds" shall mean with respect to any Offering the funds Proceeds deposited with Escrow Agent pursuant to Section 3 of this Agreement. Agreement (it being understood and agreed that any interest thereon is not included within the Escrow Funds but rather is payable to the Underwriter, for the benefit of the Investors, as specified in Section 6). "Joint Written Direction" shall mean (i) with respect to any Offering a written direction executed and delivered by the Company and the Dealer Manager, Underwriter, directing the Escrow Agent to disburse all or a portion of the Escrow Funds relating to such Offering or (ii) any other written direction executed and delivered by the Company and the Underwriter otherwise directing any party Party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of an Escrow Funds Fund shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company Underwriter has received and accepted subscription agreements reservations for the Minimum Amount with respect to such Offering (and the accompanying payments related Proceeds have been deposited in the applicable Escrow Funds and have cleared) equal to the Minimum Amount Fund) and (ii) its the Company's instructions as to the payment of the subscription proceeds. applicable Proceeds. Each Joint Written Direction shall be accompanied by executed and completed certificates in substantially the documents set forth in form of Schedule B B-1 and Schedule B-2 hereto. "Minimum Amount" "Reservation Acceptance" shall mean $25 million, representing mean, with respect to an Offering, the sale of 1,315,790 Common Units. "Subscription Accounting" time at which the Underwriter receives and elects to accept reservations for the Minimum Amount, which time shall mean an accounting for all subscriptions for Common Units received and accepted by be no sooner than three days following the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 Effective Time. "Termination Date" shall mean mean, with respect to an Offering, the earlier of (i) the date on which the Underwriter has received and accepted reservations for the Minimum Amount of Common Units with respect to such Offering (and the related Proceeds have been sold deposited in the applicable Escrow Fund and have cleared) or December ___, 2016, whichever event occurs first . (ii) 5:00 p.m. New York City time on the 30th day following the applicable Effective Time. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in ...this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . 1 Act. "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" shall mean the funds received from a Purchaser for its subscription of Common Units . Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check made payable to "Branch Banking and Trust Company, as escrow agent for Energy 11" representing a Purchaser's subscription proceeds for Common Units. "Closing" shall mean the each closing conducted by the Company and the Dealer Manager Underwriter with respect to the sale of a Series pursuant to a Registration Statement that has been declared effective by the Minimum Amount (as defined below) of Common Units . Commission. "Effective Time" shall mean, with respect to a Registration Statement relating to an Offering, the time when such Registration Statement has been declared effective by the 2 Commission. "Escrow Funds" shall mean with respect to any Offering the funds Proceeds deposited with Escrow Agent pursuant to Section 3 of this Agreement. Agreement (it being understood and agreed that any interest thereon is not included within the Escrow Funds but rather is payable to the Underwriter, for the benefit of the Investors, as specified in Section 6). "Joint Written Direction" shall mean (i) with respect to any Offering a written direction executed and delivered by the Company and the Dealer Manager, Underwriter, directing the Bank and Escrow Agent to disburse all or a portion of the Escrow Funds relating to such Offering or (ii) any other written direction executed and delivered by the Company and the Underwriter otherwise directing any party Party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of an Escrow Funds Fund shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company Underwriter has received and accepted subscription agreements reservations for the Minimum Amount with respect to such Offering (and the accompanying payments related Proceeds have been deposited in the applicable Escrow Funds and have cleared) equal to the Minimum Amount Fund) and (ii) its the Company's instructions as to the payment of the subscription proceeds. applicable Proceeds. Each Joint Written Direction shall be accompanied by executed and completed certificates in substantially the documents set forth in form of Schedule B B-1 and Schedule B-2 hereto. "Minimum Amount" "Reservation Acceptance" shall mean $25 million, representing mean, with respect to an Offering, the sale of 1,315,790 Common Units. "Subscription Accounting" time at which the Underwriter receives and elects to accept reservations for the Minimum Amount, which time shall mean an accounting for all subscriptions for Common Units received and accepted by be no sooner than three days following the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 Effective Time. "Termination Date" shall mean mean, with respect to an Offering, the earlier of (i) the date on which the Underwriter has received and accepted reservations for the Minimum Amount of Common Units with respect to such Offering (and the related Proceeds have been sold deposited in the applicable Escrow Fund and have cleared) or December ___, 2016, whichever event occurs first . (ii) 5:00 p.m. New York City time on the 30th day following the applicable Effective Time. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in ...this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . 1 amended. "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" shall mean the funds received from a Purchaser for its subscription of Common Units . Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check made payable to "Branch Banking and Trust Company, as escrow agent for Energy 11" representing a Purchaser's subscription proceeds for Common Units. "Closing" shall mean the each closing conducted by the Company and the Dealer Manager Placement Agent with respect to the sale of the Minimum Amount (as defined below) of Common Units . Securities pursuant to the Offering. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. "Joint Written Direction" shall mean a written direction executed and delivered by the Company and the Dealer Manager, Placement Agent, directing the Escrow Agent to disburse all or a portion of the Escrow Funds or otherwise directing any party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of Escrow Funds shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company has received and accepted subscription agreements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount and (ii) its instructions as to the payment of the subscription proceeds. such disbursement. Each Joint Written Direction shall be accompanied by the documents set forth in Schedule B hereto. "Minimum Amount" shall mean $25 million, representing the sale of 1,315,790 Common Units. "Subscription Accounting" shall mean an accounting for all subscriptions for Common Units received and accepted by the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 "Termination Date" shall mean [ ], 2013, unless the Offering is fully subscribed before such date on which or the Minimum Amount of Common Units have been sold or December ___, 2016, whichever event occurs first . Company and the Placement Agent agree to terminate the Offering prior to such date. View More

Definitions. The following terms shall have the meanings indicated or referred to below, inclusive of their singular and plural forms, except where the context requires otherwise. Unless the context requires otherwise, all references to "years," "months," or "days" shall mean "calendar years," "calendar months," and "calendar days." References in this Agreement to "including" shall mean "including, without limitation," whether or not so specified. Any term not defined below which is initially capitalized in ...this Agreement shall have the meaning ascribed to it in this Agreement. "Affiliate" means, with respect to any person, (a) a person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such person, (b) any person of which such person is the beneficial owner of a twenty-five percent (25%) or greater interest, or (c) any person which acquires all or substantially all of the assets of such person. A person is deemed to control another person if such person, directly or indirectly, has the power to direct the management, operations or business of such person. The term "beneficial owner" is to be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended ("Exchange Act") . amended. 1 "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. "Cash Investment" shall mean the funds received from a Purchaser for its subscription number of Common Units . to be purchased by a Purchaser multiplied by the offering price of $19.00 until the Minimum Amount is achieved and thereafter $20.00, in each case per Common Unit as set forth in the Offering Document. Cash Investment shall not include any interest or other earnings thereon. "Cash Investment Instrument" shall mean a check check, money order or similar instrument made payable to "Branch Banking and Trust Company, as escrow agent "David Lerner Associates, Inc.", or those funds in a customer's account at the Dealer Manager which the customer has authorized to be used in full payment for Energy 11" representing a Purchaser's subscription proceeds for the Common Units. Units to be purchased by the customer. "Closing" shall mean the each closing conducted by the Company and the Dealer Manager with respect to the sale of the Minimum Amount (as defined below) of Common Units . Units. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this Agreement. Agreement and any interest and other earnings thereon. "Joint Written Direction" shall mean a written direction executed and delivered by the Company and the Dealer Manager, directing the Escrow Agent to disburse all or a portion of the Escrow Funds or otherwise directing any party hereto to take or refrain from taking an action pursuant to this Agreement. Any Joint Written Direction relating to a disbursement of Escrow Funds shall certify with reasonable detail satisfactory to Escrow Agent in its sole discretion (i) that the Company has received and accepted subscription agreements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount and (ii) its instructions as to the payment of the subscription proceeds. Each Joint Written Direction shall be accompanied by the documents set forth in Schedule B hereto. "Minimum Amount" "Pro Rata Basis" with respect to the allocation among Purchasers of interest and other earnings held in the Escrow Funds, shall mean $25 million, representing mean, for each Purchaser, the sale Purchaser's Cash Investment multiplied by the number of 1,315,790 Common Units. days the Cash Investment of such Purchaser was held in interest-bearing investments pursuant to Section 6 hereof, divided by the product of the total subscriptions multiplied by the number of days invested, multiplied by the investment earnings on the Escrow Funds during such period of days. "Subscription Accounting" shall mean an accounting for all subscriptions for Common Units received and accepted by the Company as of the date of such accounting, indicating for each subscription the Purchaser's name, social security number and current address, the number and total purchase price of the subscribed Common Units, the date of receipt by the Dealer Manager of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any other information required for withholding purposes, any withdrawal of such subscription by the Purchaser, any rejection of such subscription by the Company, or other termination, for whatever reason, of such subscription. 2 "Termination Date" shall mean the date on which the Minimum Amount of Common Units have has been sold or December ___, _____________, 2016, whichever event occurs first . first; provided, however, that the Company may extend the preceding date in this definition for up to 90 days upon delivery of a Joint Written Direction to Escrow Agent and its statement that it has received and accepted subscription statements (and the accompanying payments have been deposited in the Escrow Funds and have cleared) equal to the Minimum Amount. 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