Defined Terms; Definitions Clause Samples

Defined Terms; Definitions a) The following terms have the meanings given to them in the Uniform Commercial Code (“UCC”) and terms used herein without definition that are defined in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Accession", "Account", "Debt", "Cash Proceeds", "Chattel Paper", "Commercial Tort Claim", "Commodity Account", "Deposit Account", "Electronic Chattel Paper", "Equipment", "Products", "Fixture", "General Intangible", "Goods", "Instruments", "Inventory", "Investment Property", "Letter-of-Credit Right", "Noncash Proceeds", "Proceeds", "Record", "Securities Account", "Security", "Supporting Obligation" and "Tangible Chattel Paper".

Defined Terms; Definitions. Capitalized terms that are used but -------------------------- not defined in this Amendment shall have the meanings ascribed to such terms in the Agreement. Capitalized terms that are used in this Amendment and defined herein shall have the same meanings in the Agreement, as amended by this Amendment. The following terms shall have the following meanings:

Defined Terms; Definitions. 1 3.2 Other Definitional Provisions SECTION 2.GRANT OF SECURITY INTEREST SECTION 3.REPRESENTATIONS AND WARRANTIES Title; No Other Liens Perfected First Priority Liens

Defined Terms; Definitions. Central FIT Register means the register kept and maintained by OFGEM. Feed in Tariff means the sums paid by energy companies and/or the government and/or any other buyer in consideration for the electricity generated from the Solar Panel System and/or the electricity which is exported to the grid or sold to any other buyer, and any other benefits that arise from the micro-generation of electricity by the Solar Panel System including carbon credits or CO2 savings. FIT Period means the period of twenty MCS means the Microgenerator Certification Scheme or equivalent schemes accredited under EN45011. OFGEM means the Gas and Electricity Markets Authority or such other authority that takes over its functions in respect of the Feed in Tariff. the Provider means any person approved by the Council to install, maintain, operate, repair or replace the Solar Panel System and includes their successors in title. Solar Panel System means any solar panels, fixings and ancillary equipment including the cables, inverter, meter and monitoring equipment installed or to be installed in or on your home.

Defined Terms; Definitions. The following terms, whenever used herein, will have the following meanings throughout this Agreement: “Acquired Property” – has the meaning set forth in the Recitals. “Acquisition Proposal” – means any proposal or offer from any Person (other than Purchaser or its Affiliates) relating to any direct or indirect acquisition or purchase of all or a material portion of the assets or properties of the Acquired Property or the equity interests of the Designated Target Companies, whether such transaction takes the form of a sale of equity interests, merger, reorganization, recapitalization, sale of assets or otherwise. “Affiliate” – with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting stock or other equity or partnership interests, by contract or otherwise; provided, that Seller shall not be deemed to control, be controlled by or under common control with Company or Purchaser, or that Company or Purchaser shall not be deemed to control, be controlled by or under common control with Seller. “Aged Accounts Receivables” – means any accounts receivables of Seller Parties under Tenant Leases accrued in or allocable to periods ending prior to the date of this Agreement and that is aged over ninety (90)days or otherwise written off as uncollectable. “Agreement” – has the meaning set forth in the Preamble. “Aggregate Cap” means the Aggregate Purchase Price plus the aggregate amount of Earn-Out Consideration under this Agreement. “Aggregate Purchase Price” – means an aggregate amount equal to the sum of the Applicable Base Amount of all of the Designated Target Companies hereunder (excluding any Designated Target Company for which this Agreement has been terminated). “AML Laws” – anti-money laundering and anti-terrorism laws, rules, regulations, policies, guidelines and executive orders of the United States, or any applicable local or foreign jurisdiction, including the Money Laundering Control Act of 1986, as amended, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, as amended, the Bank Secrecy Act of 1970, as amended, and the U.S.A. PATRIOT Act. “Anti-Corruption Laws” means the Foreign Corrupt Pract...

Defined Terms; Definitions. Central FIT Register means the register kept and maintained by OFGEM. Feed in Tariff means the sums paid by energy companies and/or the government and/or any other buyer in consideration for the electricity generated from the Solar Panel System and/or the electricity which is exported to the grid or sold to any other buyer, and any other benefits that arise from the micro-generation of electricity by the Solar Panel System including carbon credits or CO2 savings. FIT Period means the period of twenty

Defined Terms; Definitions. Certain Other Terms GRANT OF SECURITY INTEREST Collateral Grant of Security Interest in Collateral Ranking of Security Interests REPRESENTATIONS AND WARRANTIES Title; No Other Liens Perfection and Priority State of Incorporation; Chief Executive Office Inventory and Equipment Pledged Collateral Accounts No Other Names Intellectual Property Deposit Accounts; Control Accounts Lien Search Reports COVENANTS Generally Maintenance of Perfected Security Interests; Further Documentation Changes in Locations, Name, Etc. Pledged Collateral Control Accounts Accounts Delivery of Instruments and Chattel Paper Intellectual Property Vehicles Payment of Obligations Special Property Electronic Chattel Paper and Transferable Records Letter-of-Credit Rights Commercial Tort Claims Post-Closing Delivery of Lien Searches REMEDIAL PROVISIONS Code and Other Remedies Accounts and Payments in Respect of General Intangibles Pledged Collateral Proceeds To Be Turned Over to Collateral Agent Registration Rights Waiver; Deficiency FCC Matters THE COLLATERAL AGENT Collateral Agent’s Appointment as Attorney-in-Fact Duty of Collateral Agent Filing of Financing Statements Authority of Collateral Agent Directions to Collateral Agent CERTAIN PROVISIONS CONCERNING COLLATERAL ACCOUNT Deposits into Collateral Account Application of Amounts in Collateral Account Investment of Balance in Collateral Account APPLICATION OF PROCEEDS MISCELLANEOUS Amendments in Writing Notices No Waiver by Course of Conduct; Cumulative Remedies Successors and Assigns Counterparts Severability Section Headings Entire Agreement Governing Law Additional Grantors Release of Collateral Reinstatement Additional Secured Obligations Incorporation by Reference Annexes and Schedules Annex 1 Annex 2 Annex 3 Annex 4 Annex 5 Annex 6 Annex 7 Schedule 1 Schedule 2 Schedule 3 Schedule 4 Schedule 5 Schedule 6 Schedule 7 Schedule 8 Schedule 9 Schedule 10 The Collateral Agent and Secured Party Acknowledgments Pledge Amendment Joinder Agreement Short-Form Copyright Security Agreement Short-Form Patent Security Agreement Short-Form Trademark Security Agreement Additional Secured Party Consent Grantors’ States of Incorporation; Chief Executive Offices, etc. Pledged Collateral Filings Location of Inventory and Equipment Material Intellectual Property Deposit Accounts; Securities Accounts and Commodity Accounts Commercial Tort Claims Letter of Credit Rights File Search Reports; Permitted Liens Post-Closing Lien Searches PLEDGE AND SECURITY A...