ServiceMagic 2012 Annual Report Download - page 151

S-17
“ Officer’s Certificate ” means a certificate signed by an Officer.
“ Opinion of Counsel ” means a written opinion reasonably satisfactory in form and substance to the Trustee from
legal counsel, which counsel is reasonably acceptable to the Trustee, opining on the matters required by Section 11.05 and
delivered to the Trustee. Such legal counsel may be an employee of or counsel to the Issuer.
“ Permitted Holders ” means any one or more of (a) Barry Diller, (b) each of the Affiliated Persons of the Person
referred to in clause (a), and (c) any Person a majority of the aggregate voting power of all the outstanding classes or series of the
equity securities of which are beneficially owned by any one or more of the Persons referred to in clauses (a) or (b).
“ Permitted Investment ” means:
(1) Investments by the Issuer or any Restricted Subsidiary in the Issuer, any Restricted Subsidiary or a Person
that will, upon the making of such Investment become a Restricted Subsidiary;
(2) loans and advances to directors, employees and officers of the Issuer or any of the Restricted Subsidiaries for
bona fide business purposes and to purchase Equity Interests of the Issuer not in excess of $10.0 million at any one time
outstanding;
(3) cash and Cash Equivalents;
(4) receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms
may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the
circumstances;
(5) stock, obligations or securities received in settlement of debts created in the ordinary course of business and
owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or
similar arrangement upon the bankruptcy or insolvency of any debtor, including securities of a Person received pursuant to
any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Person;
(6) Investments made by the Issuer or any Restricted Subsidiary as a result of consideration received in
connection with a sale of assets made in compliance with Section 4.08;
(7) lease, utility and other similar deposits in the ordinary course of business;
(8) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date;
(9) Investments, including in joint ventures of the Issuer or any of its Restricted Subsidiaries not otherwise
permitted under this Indenture, not to exceed in the aggregate outstanding at any time the greater of $75.0 million or 2.0%
of Total Assets as of the time of incurrence;