Audiovox 2012 Annual Report Download - page 175

“Indebtedness” shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed
money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest
payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to
property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered
into in the ordinary course of business), (d) all obligations (including, without limitation, earnout obligations) of such Person incurred,
issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the
ordinary course of business and due within nine months of the incurrence thereof) which would appear as liabilities on a balance sheet of
such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not
the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another
Person, (h) the principal portion of all Capital Lease Obligations plus any accrued interest thereon, (i) all net obligations of such Person
under Hedging Agreements, (j) the maximum amount of all letters of credit issued or bankers' acceptances facilities created for the
account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all Equity Interests
issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory
sinking fund payments, redemption or other acceleration or is convertible (at the request of the holders thereof or otherwise) into a type
of Indebtedness set forth in the other classes of this definition, (l) the principal balance outstanding under any synthetic lease, tax
retention operating lease, off-balance sheet loan or similar off-balance sheet financing product plus any accrued interest thereon and
(m) all obligations of the type described in (a) through (l) of this definition of any partnership or unincorporated joint venture in which
such Person is a general partner or a joint venturer (unless such Indebtedness is expressly made non-recourse to such Person).
“Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or
on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other
Taxes.
“Indemnitee” shall have the meaning set forth in Section 9.5(b).
“Indiana Project” shall mean a project to consolidate the operations of the Company and its Subsidiaries in the State of Indiana.
“Insolvency” shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning
of such term as used in Section 4245 of ERISA.
“Intellectual Property” shall mean, collectively, all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and
Trademark Licenses of the Credit Parties and their Subsidiaries, all goodwill associated therewith and all rights to sue for infringement
thereof.
“Intercompany Debt” shall have the meaning set forth in Section 9.19.
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