Definitions Clause Example 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. "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. 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 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, money order or similar instrument made payable to "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 the Common Units to be purchased by the customer. "Closing" shall mean each closing conducted by the Company and the Dealer Manager with respect to the sale of Common Units. "Escrow Funds" shall mean the funds deposited with Escrow Agent pursuant to Section 3 of this 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. "Pro Rata Basis" with respect to the allocation among Purchasers of interest and other earnings held in the Escrow Funds, shall mean, for each Purchaser, the Purchaser's Cash Investment multiplied by the number of 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 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 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 has been sold or _____________, 2016, whichever event occurs 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. View More