Urban Outfitters 2014 Annual Report Download - page 107

or indirectly, owned by or the management is otherwise controlled by such Person (irrespective of whether, at the time, capital stock or other ownership
interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by
reason of the happening of any contingency). Unless otherwise qualified references to “ Subsidiary” or “Subsidiaries” herein shall refer to those of any
Borrower.
“Swap Obligation” means, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract or transaction that
constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.
“Tangible Net Worth” means Urban and its Consolidated Subsidiaries’ net worth, as defined in accordance with GAAP, minus Intangible Assets.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees
or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Termination Date” means the earliest of the dates referred to in Section 2.6 hereof.
“Termination Date Extension Request” means a request by Urban to the Administrative Agent, substantially in the form of Exhibit F hereto,
which shall be submitted no earlier than one hundred fifty (150) days and no later than forty-five days (45) days prior to the Termination Date referred to in
subsection (a) of Section 2.6 hereof.
“Termination Event” means one or more of any of the following: (a) a “Reportable Event” described in Section 4043 of ERISA with respect to a
Pension Plan (other than an event for which the 30-day notice period is waived); (b) the withdrawal of any Borrower, Subsidiary or any ERISA Affiliate from
a Pension Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA; (c) the termination of a Pension Plan,
the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA; (d) the
institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC; (e) any other event or condition which
would constitute grounds under Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the partial
or complete withdrawal of any Borrower, Subsidiary or ERISA Affiliate from a Multiemployer Plan; (g) the imposition of a Lien pursuant to Section 412 of
the Code or Section 303 of ERISA; (h) any event or condition which results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or
4245 of ERISA; or (i) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution by
PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA.
“Trading With the Enemy Act” has the meaning assigned thereto in Section 6.1(z) hereto.
“Uniform Customs” means in the case of (a) standby Letters of Credit, the International Standby Practices – ISP98 (1998), International
Chamber of Commerce Publication No. 590, as the same may be amended or revised from time to time, and (b) documentary Letters of Credit, the Uniform
Customs and Practice for Documentary Credits (2007 Revision), effective July, 2007 International Chamber of Commerce Publication No. 600, as the same
may be amended or revised from time to time.
“UCC” means the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania, as amended, restated or otherwise modified.