cumulative effects of changes in accounting principles, in determining
Consolidated Net Income for such period.
"Environmental Law" means any federal, state or local law, statute,
ordinance or regulation applicable or pertaining to health, industrial hygiene,
waste materials, removal of waste materials, oil, gas, or underground storage
tanks, Hazardous Substances, other environmental conditions on, under, or
affecting Borrower's Property or any interest therein.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, including (unless the context otherwise requires)
any rules or regulations promulgated thereunder.
"Eurodollar Business Day" means a Business Day on which the relevant
London international financial markets are open for transaction of business
contemplated by this Agreement.
"Financial Statements" means (i) the consolidated financial statement
or statements of Borrower described or referenced in Section 4.06 hereof and
delivered with this Agreement to Agent, and (ii) subsequent financial
statements required to be provided pursuant to this Agreement.
"Fiscal Quarter" means each of the quarters of the Fiscal Year ending
on March 31st, June 30th, September 30th, and December 31st.
"Fiscal Year" or "Annually" means any twelve-month accounting period
ending December 31st.
"Funded Debt" means all Debt resulting from loans made to Borrower by
banks, savings and loan associations, and financial institutions, all purchase
money mortgages, all conditional sales contracts, all title retention
agreements, all Seller Financing, and all current maturities of Debt not
otherwise specified herein.
"GAAP" means generally accepted accounting principles.
"Guarantors" means all Subsidiaries of Borrower, both presently
existing and those hereafter formed.
"Guarantees" means guaranty agreements executed by the Guarantors in
favor of Agent on behalf of Lenders.
"IPO Transaction" means (i) the recapitalization of all of the issued
and outstanding shares of common stock of the Borrower in a transaction
intended to qualify as a tax-free reorganization under Section 368(1)(i)(E) of
the Code and the distribution of all shares of common stock of the Borrower
held by American Healthcorp, Inc. pro rata among the shareholders of American
Healthcorp, Inc. in a tax-free distribution under Section 355 of the Code, or