ServiceMagic 2012 Annual Report Download - page 159

S-25
(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a
Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such
Person (or any combination thereof).
Unless otherwise specified, “Subsidiary” refers to a Subsidiary of the Issuer.
“ Total Assets ”
means, as of any date of determination, the total assets of the Issuer and its Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP, as set forth on the most recent consolidated balance sheet of the
Issuer as of such date (which calculation shall give pro forma effect to any acquisition or Asset Sale by the Issuer or any of its
Restricted Subsidiaries, in each case involving the payment or receipt by the Issuer or any of its Restricted Subsidiaries of
consideration (whether in the form of cash or non-
cash consideration) in excess of $100.0 million that has occurred since the date of
such consolidated balance sheet, as if such acquisition or Asset Sale had occurred on the last day of the fiscal period covered by
such balance sheet).
“ Transfer Restricted Note ” means any Note that bears or is required to bear the legend set forth in Section 2.16(e)
hereto.
“ Trust Indenture Act ” or “TIA” means the Trust Indenture Act of 1939, as amended.
“ Trustee ” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture
and thereafter means the successor.
“ Unrestricted Subsidiary ” means (1) any Subsidiary that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors of the Issuer in accordance with Section 4.13 and (2) any Subsidiary of an
Unrestricted Subsidiary.
“ U.S. Government Obligations ” means direct non-callable obligations of, or guaranteed by, the United States of
America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.
“ USA Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56.
“ Weighted Average Life to Maturity ” when applied to any Indebtedness at any date, means the number of years
obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking
fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by
(2) the then outstanding principal amount of such Indebtedness.
“ Wholly-Owned Restricted Subsidiary ” means a Restricted Subsidiary of which 100% of the Equity Interests
(except for directors’ qualifying shares or certain minority interests owned by other Persons solely due to local law requirements
that there be more than one stockholder, but which interest is not in excess of what is required for such purpose) are owned directly
by the Issuer or through one or more Wholly Owned Restricted Subsidiaries and, solely for the purpose of the definition of
“Material Domestic Subsidiary” excluding any Subsidiary whose sole assets are Equity Interests in one or more Subsidiaries that
are not Wholly Owned Subsidiaries.