ServiceMagic 2012 Annual Report Download - page 149

S-15
“ Investments ” of any Person means:
(1) all direct or indirect investments by such Person in any other Person in the form of loans, advances or capital
contributions or other credit extensions constituting Indebtedness of such other Person, and any guarantee of Indebtedness
of any other Person;
(2) all purchases (or other acquisitions for consideration) by such Person of Indebtedness, Equity Interests or
other securities of any other Person (other than any such purchase that constitutes a Restricted Payment of the type
described in clause (2) of the definition thereof); and
(3) the Designation of any Subsidiary as an Unrestricted Subsidiary.
Except as otherwise expressly specified in this definition, the amount of any Investment (other than an Investment made in cash)
shall be the Fair Market Value thereof on the date such Investment is made. The amount of Investment pursuant to clause (3) shall
be the Fair Market Value of the Issuer’s proportionate interest in such Unrestricted Subsidiary as of the date of such Unrestricted
Subsidiary’s designation as an Unrestricted Subsidiary. If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any
Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after
giving effect to any such sale or disposition, such Person is no longer a Subsidiary, the Issuer shall be deemed to have made an
Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other
Investments in such Restricted Subsidiary retained. Notwithstanding the foregoing, purchases or redemptions of Equity Interests of
the Issuer shall be deemed not to be Investments.
“ Issue Date ” means December 21, 2012, the date on which the Notes are originally issued.
“ Issuer ” means the party named as such in the first paragraph of this Indenture until a successor replaces such
party pursuant to Article Five and thereafter means the successor.
“ Leverage Ratio Exception” has the meaning set forth in the proviso in the first paragraph of Section 4.06.
“ Liberty Bond Guaranty Agreement ” means that certain Guaranty Agreement, dated as of August 1, 2005, from
the Issuer to the Bank of New York, as trustee.
“ Liberty Bonds ” means the 5% New York City Industrial Development Agency Liberty Bonds
(IAC/InterActiveCorp Project), Series 2005, issued pursuant to the Indenture of Trust dated August 1, 2005 between New York
City Industrial Development Agency and the Bank of New York, as trustee, which are guaranteed by the Issuer pursuant to the
Liberty Bond Guaranty Agreement.
“ Lien ” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or other), pledge, easement,
charge, security interest or other encumbrance of any kind or nature in respect of such asset, whether or not filed, recorded or
otherwise perfected under applicable law, including the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset.