Grouped Into 476 Collections of Similar Clauses From Business Contracts
This page contains Definitions clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definitions. As used in this Note, the following terms shall have the following meanings. "Bank" means Texas Capital Bank, National Association, and its successors and assigns. "Bank Rate" means the rate of interest per annum quoted by Bank from time to time and designated as its "Prime Rate". The base rate may not necessarily be the lowest interest rate charged by Bank and is set by Bank in its sole discretion. "Borrower" means, whether one or more, HARTMAN GULF PLAZA, LLC, a Texas limited liability company... ("Gulf Plaza"), HARTMAN PARKWAY LLC, a Texas limited liability company ("Hartman Parkway"), and HARTMAN SHORT TERM INCOME PROPERTIES XX, INC., a Maryland corporation ("XX"). "Business Day" means a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required by law to be closed. Unless otherwise provided, the term "days" when used herein shall mean calendar days. "Deed of Trust" means, whether one or more, that certain Deed of Trust, Security Agreement, Financing Statement and Absolute Assignment of Rents executed by Hartman Parkway for the benefit of Bank dated March 15, 2013 as recorded in the Official Public Records of Dallas County as document number 201300080707, that certain Deed of Trust, Security Agreement, Financing Statement and Absolute Assignment of Rents executed by Gulf Plaza for the benefit of Bank dated of even date herewith, and any other deed of trust executed from time to time in connection with the Loan Documents for the benefit of Bank covering certain personal and real property, as may be amended, restated, renewed, and extended from time to time. "Effective Date" means July 2, 2014. "Loan Agreement" means that certain Loan Agreement dated as of May 10, 2012, as amended by that certain Loan Modification Agreement dated as of October 16, 2012, that certain Loan Modification Agreement dated as of March 15, 2013, that certain letter agreement dated September 30, 2013, that certain Loan Modification Agreement dated June 13, 2014, that certain Loan Modification Agreement dated of even date herewith, and as such may be further amended, renewed, extended and replaced from time to time. "Loan Documents" means this Note, the Loan Agreement, the Deed of Trust and any and all other agreements, documents, and instruments executed and delivered in connection with this Note, and any future amendments thereto, or restatements thereof, together with any and all renewals, extensions, amendments and modifications to any such agreements, documents, and instruments. "Loan Rate" means the Bank Rate as it may vary from day to day plus one percent (1.00%); provided, however, notwithstanding the amount of the Bank Rate, the Loan Rate shall never be lower than four and one half percent (4.5%) per annum. "Maturity Date" means May 9, 2015. "Maximum Rate" means the maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Bank in accordance with the applicable laws of the State of Texas (or applicable United States federal law to the extent that such law permits Bank to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law). "Note" means this Amended and Restated Promissory Note and all modifications, increases, replacements, renewals, and extensions of this Amended and Restated Promissory Note. Any capitalized term used in this Note and not otherwise defined herein shall have the meaning ascribed to each such term in the Loan Agreement. All terms used herein, whether or not defined in this Note, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require.View More
Definitions. As used in this Note, the following terms shall have the following meanings. "Bank" means Texas Capital Bank, National Association, and its successors and assigns. "Bank Rate" means the rate of interest per annum quoted by Bank from time to time and designated as its "Prime "Base Rate". The base rate may not necessarily be the lowest interest rate charged by Bank and is set by Bank in its sole discretion. "Borrower" means, whether one or more, HARTMAN GULF PLAZA, LLC, a Texas limited liability c...ompany ("Gulf Plaza"), HARTMAN PARKWAY LLC, a Texas limited liability company ("Hartman Parkway"), and HARTMAN BENT TREE GREEN, LLC, a Texas limited liability company ("Hartman Bent Tree"), HARTMAN RICHARDSON HEIGHTS PROPERTIES, LLC, a Texas limited liability company ("Richardson"), HARTMAN SHORT TERM INCOME PROPERTIES XX, INC., a Maryland corporation ("XX"). ("XX"), and HARTMAN COOPER STREET PLAZA, LLC, a Texas limited liability company ("Cooper"). "Business Day" means a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required by law to be closed. Unless otherwise provided, the term "days" when used herein shall mean calendar days. "Deed of Trust" means, whether one or more, that certain Deed of Trust, Security Agreement, Financing Statement and Absolute Assignment of Rents executed by Hartman Parkway Cooper for the benefit of Bank dated March 15, 2013 May 10, 2012 as recorded in the Official Public Records of Dallas County Tarrant Count Texas as document number 201300080707, D212116280, that certain Deed of Trust, Security Agreement, Financing Statement and Absolute Assignment of Rents executed by Gulf Plaza Richardson for the benefit of Bank dated May 10, 2012 as recorded in the Official Public Records of Dallas County, Texas as document number 201200138939, that certain Deed of Trust, Security Agreement, Financing Statement and Absolute Assignment of Rents executed by Hartman Bent Tree for the benefit of Bank dated October 16, 2012 as recorded in the Official Public Records of Dallas County, Texas as document number 201200309758, that certain Deed of Trust, Security Agreement, Financing Statement and Absolute Assignment of Rents executed by Hartman Parkway of even date herewith, with this Note for the benefit of Bank and any other deed of trust executed from time to time in connection with the Loan Documents for the benefit of Bank covering certain personal and real property, as may be amended, restated, renewed, and extended from time to time. "Effective Date" means July 2, 2014. March 15, 2013. "Loan Agreement" means that certain Loan Agreement dated as of May 10, 2012, 2012 between Bank and Borrower, as amended by that certain Loan Modification Agreement dated as of October 16, 2012, 2012 between Bank and Borrower, as amended by that certain Loan Modification Agreement dated as of March 15, 2013, that certain letter agreement dated September 30, 2013, that certain Loan Modification Agreement dated June 13, 2014, that certain Loan Modification Agreement between Bank and Borrower dated of even date herewith, and as such may be further amended, renewed, extended and replaced from time to time. "Loan Documents" means this Note, the Loan Agreement, the Deed of Trust and any and all other agreements, documents, and instruments executed and delivered in connection with this Note, and any future amendments thereto, or restatements thereof, together with any and all renewals, extensions, amendments and modifications to any such agreements, documents, and instruments. "Loan Rate" means the Bank Rate as it may vary from day to day plus one percent (1.00%); provided, however, notwithstanding the amount of the Bank Rate, the Loan Rate shall never be lower than four and one half five percent (4.5%) (5.0%) per annum. "Maturity Date" means May 9, 2015. "Maximum Rate" means the maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Bank in accordance with the applicable laws of the State of Texas (or applicable United States federal law to the extent that such law permits Bank to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law). "Note" means this Amended and Restated Promissory Note and all modifications, increases, replacements, renewals, and extensions of this Amended and Restated Promissory Note. Any capitalized term used in this Note and not otherwise defined herein shall have the meaning ascribed to each such term in the Loan Agreement. All terms used herein, whether or not defined in this Note, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require. View More
Definitions. As used in this Warrant, the following terms have the respective meanings set forth below: "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Holder of Warrants, any investment fund or managed account that is managed on a discretionary basis by the same investment ma...nager as such Holder will be deemed to be an Affiliate of such Holder. "Bloomberg" means Bloomberg Financial Markets. "Business Day" means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York generally are authorized or required by law or other government actions to close. "Closing Date" means March 11, 2011, or just later date as the Holder executed the Purchase Agreement. "Commission" means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. "Class A Membership Interests" means the Class A Membership Interests of the Company as outstanding at any time or from time to time. "Exercise Period" means the period during which this Warrant is exercisable pursuant to Section 2.1(a). "Expiration Date" means March 11, 2016. "Person" means any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof). "Purchase Agreement" means that certain Class A Membership Interest and Warrant Purchase Agreement dated as of the date hereof among the Company and the other parties named therein, pursuant to which this Warrant was originally issued. "Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Transfer" means any disposition of any Warrant or Warrant Units or of any interest in either thereof, which would constitute a sale thereof within the meaning of the Securities Act. "Warrants" means this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of Class A Membership Interests for which they may be exercised. "Warrant Price" has the meaning set forth in the preamble. "Warrant Units" means the Class A Membership Interests to be purchased upon the exercise hereof, subject to adjustment as provided herein.View More
Definitions. As used in this Warrant, VVarrant, the following terms have the respective meanings set forth below: "Affiliate" means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With VVith respect to a Holder of Warrants, VVarrants, any investment fund or managed account that is managed on a discretionary basi...s by the same investment manager as such Holder will be deemed to be an Affiliate of such Holder. "Bloomberg" means Bloomberg Financial Markets. "Business Day" means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New l'Jew York generally are authorized or required by law or other government actions to close. "Closing Date" means March 11, 2011, 30, 2012, or just such later date as the Holder executed the Purchase Agreement. "Commission" means the Securities and Exchange Commission or any other federal agency then administering the Securities Act and other federal securities laws. "Class A Membership Interests" means the Class A Membership Interests of the Company as outstanding at any time or from time to time. "Exercise Period" means the period during which this Warrant is exercisable pursuant to Section 2.1(a). Section2.1(a). "Expiration Date" means March 11, 2016. 30, 2017. "Person" means any individual, sole proprietorship, partnership, joint venture, trust, incorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof). "Purchase Agreement" means that certain Class A Membership Interest and Warrant Securities Purchase Agreement Agreement, dated as of the date hereof March 30, 2012, among the Company and the other parties named therein, therein or who may in the future become a party thereof, and as the same may be amended, pursuant to which this Warrant was originally issued. "Securities Act" means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Transfer" means any disposition of any Warrant or Warrant Units or of any interest in either thereof, which would constitute a sale thereof within the meaning of the Securities Act. "Warrants" means this Warrant and all warrants issued upon transfer, division or combination of, or in substitution for, any thereof. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of Class A Membership Interests for which they may be exercised. "Warrant Price" has the meaning set forth in the preamble. "Warrant Units" means the 500 Class A Membership Interests to be purchased upon the exercise hereof, subject to adjustment as provided herein. View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement. "Expiration Time" shall mean the earliest to occur of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated validly pursuant to i...ts terms. "Transfer" shall mean any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of Law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of Law or otherwise), excluding, for the avoidance of doubt, entry into this Agreement.View More
Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Arrangement Agreement. When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Section 1 or elsewhere in this Agreement. "CBCA" means the Canada Business Corporations Act. "Expiration Time" shall mean the earliest to occur of (a) the Merger Effective Time and (b) such date and ...time as the Merger Arrangement Agreement shall be terminated validly pursuant to its terms. Article 9 thereof. "Transfer" shall mean any direct or indirect offer, sale, assignment, encumbrance, Lien, pledge, hypothecation, disposition, loan or other transfer (by operation of Law or otherwise), either voluntary or involuntary, or entry into any contract, option or other arrangement or understanding with respect to any offer, sale, assignment, encumbrance, Lien, pledge, hypothecation, disposition, loan or other transfer (by operation of Law or otherwise), of any Parent Common Stock (or any security convertible or exchangeable into Parent Common Stock) or interest in any Parent Common Stock, excluding, for the avoidance of doubt, entry into this Agreement. View More
Definitions. Where used herein or in any amendment hereto each of the following words and phrases shall have the meanings set forth as follows: (a) "Agreement" means this Loan Agreement including the Schedules hereto together with any amendments; (b) "Canadian Jurisdiction" every jurisdiction of Canada, except Ontario; (c) "Exploitation Activity" means the exploitation of the Company's Technology, whether though the Company's independent operations, a joint venture agreement or a license agreement; (d) "Loan..." means the loan described in paragraph 2.1 of this Agreement; (e) "Licensor" means the licensor of the Technology to the Company; (f) "Licensor's Royalty" means the 3.75% royalty on gross revenues from the sale of gold used by the Technology; (g) "Maturity Date" means the 1st day of April, 2015; (h) "Party" or "Parties" means the parties to this Agreement and their respective successors and permitted assigns which become parties pursuant to this Agreement; -2- (i) "Principal Sum" means the sum of $100,000 to $250,000; (j) "Share" means one share of the Company's common stock; (k) "JV Operations" means the development and operations of a processing plant at a new facility for the extraction of precious metals from fly and bottom ash using the Technology; (l) "Technology" means the Company's process for the recovery of precious metals from coal ash and other materials; (m) "Unit" means one Share and one Warrant; (n) "Warrant" means a warrant to purchase one Share at a price of $0.10 per share expiring (2) years from the date of issuance; and (o) "Warrant Shares" means the Shares to be issued on exercise of the Warrants.View More
Definitions. Where used herein or in any amendment hereto each of the following words and phrases shall have the meanings set forth as follows: (a) "Agreement" means this Loan and Joint Venture Agreement including the Schedules hereto together with any amendments; (b) "Canadian Jurisdiction" every jurisdiction of Canada, except Ontario; (c) "Exploitation Activity" means the exploitation of the Company's Technology, whether though the Company's independent operations, a joint venture agreement or a license ag...reement; (d) "Loan" means the loan described in paragraph 2.1 of this Agreement; (e) "Licensor" means the licensor of the Technology to the Company; (f) "Licensor's Royalty" means the 3.75% royalty on gross revenues from the sale of gold used by the Technology; -2- (g) "Maturity Date" means the 1st 31st day of April, 2015; May, 2014; (h) "Party" or "Parties" means the parties to this Agreement and their respective successors and permitted assigns which become parties pursuant to this Agreement; -2- (i) "Principal Sum" means the sum of $100,000 to $250,000; $150,000; (j) "Share" means one share of the Company's common stock; (k) "JV "Scottsdale Facility" means the Company's plant located at 14325 N. 79th Street in Scottsdale, AZ; (l) "Scottsdale Operations" means the development and operations of a processing plant at a new facility the Scottsdale Facility for the extraction of precious metals from fly and bottom ash using the Technology; (l) (m) "Technology" means the Company's process for the recovery of precious metals from coal ash and other materials; (m) (n) "Unit" means one Share and one Warrant; (n) (o) "Warrant" means a warrant to purchase one Share at a price of $0.10 per share expiring (2) years from the date of issuance; and (o) (p) "Warrant Shares" means the Shares to be issued on exercise of the Warrants. View More
Definitions. The following terms shall have the following meanings for purposes of this Amendment: "Allowance" – shall mean the allowance of $127,402.50, as described in Section 8 of this Amendment. "Amendment" – defined in the first paragraph above. "Building" – the office building located at approximately 15 West Scenic Drive, Draper, Utah with the sign "Building 2" in which the Tenant is currently located. "Expansion Area" shall mean the entire three (3) spaces on the third floor of the Building which are... labeled "3,424 RSF", "396 RSF" and "6,071 RSF" on Exhibit "A" attached to this Amendment and incorporated by reference herein. "Expansion Area A" shall mean and include the spaces labeled "3,424 RSF" and "396 RSF" on Exhibit "A". Landlord and Tenant agree that the Rentable Square Footage of Expansion Area A is 3,820 square feet and the Usable Square Footage of Expansion Area A is 3,369 square feet. "Expansion Area B" shall mean the space labeled "6,071 RSF" on Exhibit "A". Landlord and Tenant agree that the Rentable Square Footage of Expansion Area B is 6,071 square feet and the Usable Square Footage of Expansion Area B is 5,355 square feet. "Expansion Date" shall mean the date on which Landlord Substantially Completes the Landlord Work and delivers occupancy of the Expansion Area to Tenant. "Fourth Amendment" shall mean the Fourth Amendment to Office Lease between Landlord and Tenant dated June 27, 2013. "Free Rent Period" – Five (5) months for Expansion Area A, and three (3) months for Expansion Area B, as further defined and described in Section 6. "Initial Premises" as used in this Amendment shall mean all premises leased by Tenant in the Building prior to the addition of the Expansion Area described in this Amendment. "Known Brokers" – defined in Section 10. "Landlord" – defined in the first paragraph of this Amendment. "Landlord Work" shall mean the work of improvement to be performed by Landlord as described in the Work Letter attached hereto as Exhibit "B". "Lease" – defined in Recital A. "Revised Premises" shall mean the premises governed by the Lease after the addition of the Expansion Area described in this Amendment, consisting of the Initial Premises and the Expansion Area. "Substantially Complete" and "Substantially Completed" shall mean that Landlord shall have obtained a certificate of occupancy for the Expansion Area from the City of Draper and that Landlord shall have substantially completed the Landlord Work, with the only work remaining to be completed by Landlord being items that can be completed after occupancy has been taken without causing material interference with Tenant's use of the Premises (i.e., so-called "punch list" items), which the parties shall agree upon in writing at the time of Substantial Completion, and which "punch list" items Landlord shall complete as soon as possible and in any event within 30 days of the Expansion Date. "Tenant" – defined in the first paragraph of this Amendment. 2 All other capitalized terms used in this Amendment and not defined herein shall have the meanings attributed to such terms in the Lease.View More
Definitions. The following terms shall have the following meanings for purposes of this Amendment: "Allowance" – shall mean the allowance of $127,402.50, $174,120.00, as described in Section 8 of this Amendment. "Amendment" – defined in the first paragraph above. "Building" – the office building located at approximately 15 West Scenic Drive, Draper, Utah with the sign "Building 2" in which the Tenant is currently located. "Expansion Area" shall mean the entire three (3) spaces space on the third first floor ...of the Building which are is labeled "3,424 RSF", "396 RSF" and "6,071 RSF" "11,608 s.f." on Exhibit "A" attached to this Amendment and incorporated by reference herein. "Expansion The Expansion Area A" shall mean contains 11,608 Usable Square Feet of space and include the spaces labeled "3,424 RSF" and "396 RSF" on Exhibit "A". Landlord and Tenant agree that the 12,666 Rentable Square Footage of Expansion Area A is 3,820 square feet and the Usable Square Footage of Expansion Area A is 3,369 square feet. "Expansion Area B" shall mean the space labeled "6,071 RSF" on Exhibit "A". Landlord and Tenant agree that the Rentable Square Footage of Expansion Area B is 6,071 square feet and the Usable Square Footage of Expansion Area B is 5,355 square feet. Feet. "Expansion Date" shall mean the later of: (a) July 1, 2014, or (b) the date on which Landlord Substantially Completes the Landlord Work and delivers occupancy of the Expansion Area to Tenant. "Fourth Amendment" shall mean Tenant, provided, however, that if Substantial Completion is delayed because of Tenant Delay, the Fourth Amendment Landlord Work will be deemed to Office Lease between have been Substantially Completed on the date Landlord and would have completed the same absent the Tenant dated June 27, 2013. Delay. "Free Rent Period" – Five (5) months for Expansion Area A, and three (3) months for Expansion Area B, months, as further defined and described in Section 6. "Initial Premises" as used in this Amendment shall mean all premises leased by Tenant in the Building prior to the addition of the Expansion Area described in this Amendment. "Known Brokers" – defined in Section 10. 11. "Landlord" – defined in the first paragraph of this Amendment. "Landlord Work" shall mean the work of improvement to be performed by Landlord as described in the Work Letter attached hereto as Exhibit "B". "Lease" – defined in Recital A. "Revised Premises" shall mean the premises governed by the Lease after the addition of the Expansion Area described in this Amendment, consisting of the Initial Premises and the Expansion Area. "Substantially Complete" and "Substantially Completed" shall mean that Landlord shall have obtained a certificate of occupancy for the Expansion Area from the City of Draper and that Landlord shall have substantially completed the Landlord Work, with the only work remaining to be completed by Landlord being items that can be completed after occupancy has been taken without causing material interference with Tenant's use of the Premises (i.e., so-called "punch list" items), which the parties shall agree upon in writing at the time of Substantial Completion, and which "punch list" items Landlord shall complete as soon as possible and in any event within 30 days of the Expansion Date. "Tenant" – defined in the first paragraph of this Amendment. 2 All other capitalized terms used in this Amendment and not defined herein shall have the meanings attributed to such terms in the Lease. View More
Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing with the date of this warrant and ending on the Expiration Date, unless terminated earlier in accordance with the terms hereof. (b) "Exercise Price" shall mean one cent ($0.01) per Exercise Share; provided further that the Exercise Price is subject to further adjustment pursuant to Section 5 below. (c) "Exercise Shares" shall mean [ ] shares of Common Stock of ...Company, par value $0.001 per share (the "Common Stock"), subject to further adjustment pursuant to Section 5 below. (d) "Expiration Date" shall mean the seventh anniversary of the date of issuance hereof. (e) "Investor Rights Agreement" shall mean the Amended and Restated Investor Rights Agreement dated December 8, 2009, among the Company and the investors named therein, as further amended from time to time.View More
Definitions. As used herein, the following terms shall have the following respective meanings: (a) "Exercise Period" shall mean the period commencing with the date of this warrant and ending on the Expiration Date, unless terminated earlier in accordance with the terms hereof. (b) "Exercise Price" shall mean one cent ($0.01) four dollars and forty five cents ($4.45) per Exercise Share; provided further that the Exercise Price is subject to further adjustment pursuant to Section 5 below. (c) "Exercise Shares"... shall mean [ ] (i) up to 47,191 shares of Common the Company's Series D Preferred Stock (the "Series D Stock"), or (ii) if all outstanding Series D Stock has been automatically converted pursuant to Section 5 of the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), that number of shares of common stock of the Company, par value $0.001 per share (the "Common Stock"), into which the Series D Stock would have been converted immediately prior to such date of exercise, subject to further adjustment pursuant to Section 5 below. (d) "Expiration Date" shall mean the seventh anniversary of date nine years after the date of issuance hereof. (e) "Investor Rights Agreement" shall mean the Amended and Restated Investor Rights Agreement dated December 8, 2009, among the Company and the investors named therein, as further amended from time to time. View More
Definitions. All capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. Section 2. Amendments. As of the date of this Amendment, the Agreement shall be amended as follows: (a) The definition of "Restricted Certificate" shall be amended to read in its entirety as follows: "Restricted Certificate: Any Class B-1, Class B-2, Class B-4, Class B-5, Class R or Class LT-R Certificate." (b) The definition of "ERISA- Restricted Certificate" shall be amended ...to read in its entirety as follows: "ERISA-Restricted Certificate: The Class A-IO2 and Class B-3 Certificates that have not been the subject of an ERISA-Qualifying Underwriting, the Class B-4, Class B-5, Class R and Class LT-R Certificates and any Class A-1, Class A-2, Class A-IO1, Class B-1 or Class B-2 Certificate (or Class A-IO2 or Class B-3 Certificate that has been underwritten) that does not satisfy the applicable rating requirement under the Underwriter's Exemption." 1 (c) The form of the Class B-1 and Class B-2 Certificates included in Exhibit A to the Agreement shall be replaced with Exhibit A hereto. Section 3. Reference to and Effect in the Agreement. As of the date of this Amendment, all references in the Agreement to itself shall be deemed to refer to the Agreement as amended and supplemented by this Amendment. Except as otherwise specified in this Amendment, the Agreement shall remain in all respects unchanged and in full force and effect. Section 4. Execution in Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered, whether in physical or electronic form, shall constitute an original, and all of which together shall constitute but one and the same instrument. Section 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 6. Opinion Letters. The opinion required under Section 11.03(b) and Section 11.03(f) of the Agreement in connection with this Amendment has been delivered to each of the Depositor, the Master Servicer, the Securities Administrator and the Trustee. SECTION 7. None of the Trustee, the Securities Administrator or the Master Servicer makes any representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Depositor, or the validity or sufficiency of this Amendment and none of them shall be accountable or responsible for or with respect to nor shall any of them have any responsibility for provisions thereof. In entering into this Amendment, the Trustee, the Securities Administrator and the Master Servicer shall be entitled to the benefit of every provision of the Agreement relating to the conduct of or affecting the liability of or affording protection to such party.View More
Definitions. All capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. Section 2. Amendments. As of the date of this Amendment, the Agreement shall be amended as follows: (a) The definition of "Restricted Certificate" shall be amended to read in its entirety as follows: "Restricted Certificate: Any Class B-1, Class B-2, A-IO1, Class B-4, Class B-5, Class R or Class LT-R Certificate." (b) The definition of "ERISA- Restricted Certificate" shall be a...mended to read in its entirety as follows: "ERISA-Restricted Certificate: The Class A-IO2 and Class B-3 Certificates that have not been the subject of an ERISA-Qualifying Underwriting, the Class B-4, Class B-5, Class R and Class LT-R Certificates and any Class A-1, Class A-2, Class A-IO1, Class B-1 or Class B-2 Certificate (or Class A-IO2 or Class B-3 Certificate that has been underwritten) that does not satisfy the applicable rating requirement under the Underwriter's Exemption." 1 (c) The form of the Class B-1 and Class B-2 A-IO1 Certificates included in as Exhibit A to the Agreement shall be replaced with Exhibit A hereto. Section 1 SECTION 3. Reference to and Effect in the Agreement. As of the date of this Amendment, all references in the Agreement to itself shall be deemed to refer to the Agreement as amended and supplemented by this Amendment. Except as otherwise specified in this Amendment, the Agreement shall remain in all respects unchanged and in full force and effect. Section 4. Execution in Counterparts. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered, whether in physical or electronic form, shall constitute an original, and all of which together shall constitute but one and the same instrument. Section 5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 6. Opinion Letters. The opinion required under Section 11.03(b) and Section 11.03(f) of the Agreement in connection with this Amendment has been delivered to each of the Depositor, the Master Servicer, the Securities Administrator and the Trustee. SECTION 7. None of the Trustee, the Securities Administrator or the Master Servicer makes any representations or warranties as to the correctness of the recitals contained herein, which shall be taken as statements of the Depositor, or the validity or sufficiency of this Amendment and none of them shall be accountable or responsible for or with respect to nor shall any of them have any responsibility for provisions thereof. In entering into this Amendment, the Trustee, the Securities Administrator and the Master Servicer shall be entitled to the benefit of every provision of the Agreement relating to the conduct of or affecting the liability of or affording protection to such party. View More
Definitions. Definitions. As used in this Note, the following terms shall have the following meanings: "Applicable Rate" means 0.00 percent (0.0% per annum). "Business Day" means (a) for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required by law to be closed. Unless otherwise provided, the term "days" when used herein means calendar days. "Charges" means all fees, charges and/or any other things of value, if... any, contracted for, charged, taken, received or reserved by Lender in connection with the transactions relating to this Note, which are treated as interest under applicable law. "Debtor Relief Laws" means Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of debts, or similar laws affecting the rights of creditors. "Default Interest Rate" means a rate per annum equal to the six percent (6%), but in no event in excess of the Maximum Rate. "Event of Default" shall mean Borrower's non-performance of its obligations as provided in this Note. "Maturity Date" means April 30, 2007, subject, however, to the right of acceleration as herein provided; provided, however, this Note shall continue in force and effect for consecutive periods of 364 days each unless (i) an Event of Default exists, in which event this Note shall not be renewed beyond the then existing Maturity Date; or (ii) Lender provides written notice to Borrower advising Borrower that the term of the Note will terminate 364 days from the date of such written notice, in which case this Note shall terminate at the end of such 364-day period. "Maximum Rate" means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lender in accordance with applicable Texas law (or applicable United States federal law to the extent that such law permits Lender to charge, contract for, receive or reserve a greater amount of interest than under Texas law). The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate. "Note Rate" means the rate equal to the lesser of (a) the Maximum Rate or (b) the Applicable Rate. "Payment Date" means the first day of each and every calendar month during the term of this Note. 1.2. Rules of Construction. Any capitalized term used in this Note and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement. All terms used herein, whether or not defined in Section 1.1 hereof, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require. All personal pronouns used herein, whether used in the masculine, feminine or neutral gender, shall include all other genders; the singular shall include the plural and vice versa.View More
Definitions. Definitions. As used in this Note, the following terms shall have the following meanings: "Applicable Rate" means 0.00 four and one-half percent (0.0% (4.5%) per annum). annum. "Borrower" has the meaning set forth in the introductory paragraph of this Note. "Business Day" means (a) for all purposes, a weekday, Monday through Friday, except a legal holiday or a day on which banking institutions in Dallas, Texas are authorized or required by law to be closed. Unless otherwise provided, the term "d...ays" when used herein means calendar days. "Change" means (a) any change after the date of this Note in the risk based capital guidelines applicable to Lender, or (b) any adoption of or change in any other law, governmental or quasi governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Note that affects capital adequacy or the amount of capital required or expected to be maintained by Lender or any entity controlling Lender. "Charges" means all fees, charges and/or any other things of value, if any, contracted for, charged, taken, received or reserved by Lender in connection with the transactions relating to this Note, Note and the other Loan Documents, which are treated as interest under applicable law. "Credit Agreement" means the Credit Agreement dated April 20, 2011, executed by Lender and Borrower, as amended by that certain First Amendment to Credit Agreement dated as of January 1, 2012, that certain Second Amendment to Credit Agreement dated as of October 24, 2012, that certain Third Amendment to Credit Agreement dated as of July 31, 2014, that certain Fourth Amendment to Credit Agreement of even date herewith, and as may be further, modified, amended, renewed, extended, and restated from time to time. "Debtor Relief Laws" means Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of debts, or similar laws affecting the rights of creditors. PROMISSORY NOTE - Page 1 "Default Interest Rate" means a rate per annum equal to the six Note Rate plus four percent (6%), (4%), but in no event in excess of the Maximum Rate. "Event of Default" shall mean Borrower's non-performance has the meaning set forth in the Credit Agreement. "Lender" has the meaning set forth in the introductory paragraph of its obligations as provided in this Note. "Loan Documents" has the meaning set forth in the Credit Agreement. "Maturity Date" means April 30, 2007, subject, however, to the right of acceleration as herein provided; provided, however, this Note shall continue in force and effect for consecutive periods of 364 days each unless (i) an Event of Default exists, in which event this Note shall not be renewed beyond the then existing Maturity Date; or (ii) Lender provides written notice to Borrower advising Borrower that the term of the Note will terminate 364 days from the date of such written notice, in which case this Note shall terminate at the end of such 364-day period. October 24, 2020. "Maximum Rate" means, at all times, the maximum rate of interest which may be charged, contracted for, taken, received or reserved by Lender in accordance with applicable Texas law (or applicable United States federal law to the extent that such law permits Lender to charge, contract for, receive or reserve a greater amount of interest than under Texas law). The Maximum Rate shall be calculated in a manner that takes into account any and all fees, payments, and other charges in respect of the Loan Documents that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate. "Note" means this Note. "Note Rate" means the rate equal to the lesser of (a) the Maximum Rate or (b) the Applicable Rate. "Payment Date" means the first day of each and every calendar month during the term of this Note. 1.2. "Related Indebtedness" means any and all indebtedness paid or payable by Borrower to Lender pursuant to the Loan Documents or any other communication or writing by or between Borrower and Lender related to the transaction or transactions that are the subject matter of the Loan Documents, except such indebtedness which has been paid or is payable by Borrower to Lender under this Note. 1.2 Rules of Construction. Any capitalized term used in this Note and not otherwise defined herein shall have the meaning ascribed to such term in the Credit Agreement. All terms used herein, whether or not defined in Section 1.1 hereof, and whether used in singular or plural form, shall be deemed to refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require. All personal pronouns used herein, whether used in the masculine, feminine or neutral gender, shall include all other genders; the singular shall include the plural and vice versa. View More
Definitions. The following terms have the meanings specified below: "Seller" means ChromaDex, Inc., its affiliates and their respective successors and assigns. "Buyer" means the party executing this Agreement to purchase the Product, collectively with any affiliate of such party. "Product" shall mean the Nicotinamide Riboside with the trademark NIAGENTM provided by Seller hereunder. "Territory" shall mean the USA, Canada, and the Philippines. "Combined Product" shall mean the Buyer's finished product contain...ing the Product.View More
Definitions. The following terms have the meanings specified below: "Seller" means ChromaDex, Inc., its affiliates and their respective successors and assigns. "Buyer" means the party executing this Agreement to purchase the Product, collectively with any affiliate of such party. "Product" shall mean the Nicotinamide Riboside Pterostilbene-caffeine co-crystal with the trademark NIAGENTM PURENERGYTM provided by Seller hereunder. "Territory" shall mean the USA, Canada, and the Philippines. "Combined Product" s...hall mean the Buyer's finished product containing the Product. View More
Definitions. As used herein, capitalized terms not otherwise defined herein shall have the meanings set forth in the introductory paragraph of this Warrant or the following meanings: (a) "Applicable Stock" means (i) the Company's presently authorized stock specified in the introductory paragraph of this Warrant, and (ii) upon any conversion, exchange, reclassification or change, any security into which the securities described in clauses (i) or (ii) of this definition may be converted, exchanged, reclassifie...d or otherwise changed. (b) "Common Stock" means the common stock of the Company. (c) "Exercise Price" means the exercise price per share of Applicable Stock specified in the introductory paragraph of this Warrant. (d) "Holder" means the initial holder of this Warrant set forth in the first paragraph of this Warrant and any other person or entity which becomes a holder of this Warrant pursuant to the terms of this Warrant. (e) "Loan Agreement" means that certain Loan and Security Agreement of even date herewith entered into by and among the Company, TriVascular, Inc. (collectively with the Company, the "Borrowers") and certain affiliates of the Holder pursuant to which the Company may, subject to the terms and conditions of the Loan Agreement, obtain Advances (as such term is defined in the Loan Agreement) of up to $15,000,000. (f) "Shares" means the shares of Applicable Stock of Company issuable upon exercise of this Warrant. (g) "Warrant Date" means the date of this Warrant specified in the introductory paragraph of this Warrant. (h) "Warrant Exercise Date" means the earliest to occur of (i) the date on which the first Advance is made under the Loan Agreement, (ii) the Funding Termination Date (as defined in the Loan Agreement), (iii) immediately prior to the effective date of the Company's initial registered public offering of the Company's securities, or (iv) immediately prior to any acquisition of the Company, whether by merger or consolidation, or through a transaction or series of transactions pursuant to which the holders of the Company's voting equity securities do not hold at least 50% of the voting power of the Company or any resulting entity after such transaction or transactions, or through the sale of all or substantially all of its assets.View More
Definitions. As used herein, capitalized terms not otherwise defined herein shall have the meanings set forth in the introductory paragraph of this Warrant or the following meanings: (a) "Applicable Stock" means (i) the Company's presently authorized series of preferred stock specified in the introductory paragraph of this Warrant, (ii) after the conversion of all of the outstanding shares of such series of preferred stock into Common Stock, either automatically or by vote of the requisite holders thereof, t...he Company's Common Stock, and (ii) (iii) upon any conversion, exchange, reclassification or change, any security into which the securities described in clauses (i) or (ii) of this definition may be converted, exchanged, reclassified or otherwise changed. (b) "Common Stock" means the common stock of the Company. (c) "Exercise Price" means the exercise price per share of Applicable Stock specified in the introductory paragraph of this Warrant. (d) "Holder" means the initial holder of this Warrant set forth in the first paragraph of this Warrant and any other person or entity which becomes a holder of this Warrant pursuant to the terms of this Warrant. (e) "Loan Agreement" means that certain Loan and Security Agreement of even date herewith entered into by and among the Company, TriVascular, Inc. (collectively with the Company, the "Borrowers") and certain affiliates of the Holder pursuant to which the Company may, subject to the terms and conditions of the Loan Agreement, obtain Advances (as such term is defined in the Loan Agreement) of up to $15,000,000. Holder. (f) "Shares" means the shares of Applicable Stock of Company issuable upon exercise of this Warrant. (g) "Warrant Coverage" means 3.0% times 50% of the amount of all Advances (as defined in the Loan Agreement) made under the Loan Agreement, if any. (h) "Warrant Date" means the date of this Warrant specified in the introductory paragraph of this Warrant. (h) "Warrant Exercise Date" means the earliest to occur of (i) the date on which the first Advance is made under the Loan Agreement, (ii) the Funding Termination Date (as defined in the Loan Agreement), (iii) immediately prior to the effective date of the Company's initial registered public offering of the Company's securities, or (iv) immediately prior to any acquisition of the Company, whether by merger or consolidation, or through a transaction or series of transactions pursuant to which the holders of the Company's voting equity securities do not hold at least 50% of the voting power of the Company or any resulting entity after such transaction or transactions, or through the sale of all or substantially all of its assets.View More
