ServiceMagic 2012 Annual Report Download - page 147

S-13
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting profession of the United States, consistently applied.
“ Governmental Authority ” means the government of the United States of America, any other nation or any
political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.
“ guarantee ” means a direct or indirect guarantee by any Person of any Indebtedness of any other Person and
includes any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply
funds for the purchase or payment of) Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or
by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-
length terms and are entered into in the ordinary course of business), to take-or-
pay, or to maintain financial statement conditions or
otherwise); or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in part); “ guarantee ,” when used as a verb, and “ guaranteed ”
have correlative meanings.
“ Guarantors ” means each Material Domestic Subsidiary of the Issuer on the Issue Date, and each other Person
that is required to, or at the election of the Issuer does, become a Guarantor by the terms of this Indenture after the Issue Date, in
each case, until such Person is released from its Note Guarantee in accordance with the terms of this Indenture.
“ Hedging Obligations ” of any Person means the obligations of such Person under swap, cap, collar, forward
purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates or commodity prices, either
generally or under specific contingencies.
“ Holder ” means any registered holder, from time to time, of the Notes.
“ incur ” means, with respect to any Indebtedness or Obligation, incur, create, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or Obligation; provided
that (1) the Indebtedness of a Person existing at the time such Person became a Restricted Subsidiary shall be deemed to have been
incurred by such Restricted Subsidiary and (2) neither the accrual of interest nor the accretion of original issue discount or the
accretion or accumulation of dividends on any Equity Interests shall be deemed to be an incurrence of Indebtedness.
“ Indebtedness ” of any Person at any date means, without duplication:
(1) all liabilities, contingent or otherwise, of such Person for borrowed money;
(2) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3) all reimbursement obligations of such Person in respect of letters of credit, letters of guaranty, bankers’
acceptances and similar credit transactions;