2Other Defined Terms. Each of the following terms has the meaning assigned to it in the Section indicated: Term Section Agreement First Paragraph
2Other Defined Terms. In addition, the following terms shall have the meanings ascribed to them in the corresponding section of this Agreement: Additional Business Product Marks 5.25 Agreement Preamble Allocation 2.10(c) Allocation Schedule 2.10(a) Alternative Financing 5.7(c) Anti-Corruption Laws 3.16(b) Approval Products 5.10(c)(i) Assignment Agreement and Bill of Sale 2.8(a)(vi) Assumed Liabilities 2.6 Audited Financial Statements 5.19(a) Balance Sheet Date 3.7(d) Base Purchase Price 2.2 Business Contingent Worker Contracts 6.10 Business Financial Information 3.7(a) Business Registered IP 3.10(a) Cash Incentive Compensation 6.6 Chinese Operating Cash Amount 5.23 Closing 2.3 Closing Date 2.3 Closing Statement 2.9(b) Commitment Letter 4.6(a) Comparability Period 6.2(a) Competing Business 5.16(c) Confidential Business Information 5.3(b) Confidential Retained Business Information 5.3(c) Confidentiality Agreement 5.3(a) Copyrights See definition of Intellectual Property Rights, 1.1 Covered Intellectual Property 5.28 Current Representation 11.14(a) Deferred Closing 2.11(a) Deferred Closing Date 2.11(a) Deferred Marketing Authorization 2.11(a) Deferred Marketing Authorization Liability 2.11(a) Definitive Agreements 5.7(a) Designated Person 11.14(a) Dispute Notice 2.9(e) Dispute Resolution Period 2.9(e) Distributed Excess Restricted Cash 5.23 Distributed Excess Restricted Cash Transfer 5.23 Distribution Agreement 2.8(a)(iv) Estimated Closing Cash 2.9(b) Estimated Closing Indebtedness 2.9(b) Estimated Gross Profit Adjustment Amount 2.9(b) Estimated WC Adjustment Amount 2.9(b) Excess Restricted Cash See definition of Closing Cash, 1.1 Excess Restricted Cash Distribution 5.23 Exchange Act 3.5 Excluded Assets 2.5 Expired Marks 5.26 Fair Value 4.9 Final Purchase Price 2.9(g) Financial Statements 5.19(a) Financing 4.6(a) Financing Amounts 4.6(d) Financing Entities See definition of Financing Parties, 1.1 fraud 9.2 Global Separation Licenses 5.11 Guarantees 5.9 Indemnified Party 10.4(a) Indemnifying Party 10.4(a) Independent Accounting Firm 2.9(e) Initial Allocation 2.10(b) Inside Date 2.3 International Transferred Employee 6.1(d) Inventory 2.4(n) IRS 2.10(c) Leased Real Property 2.4(g) Lenders 4.6(a) Litigating Party 5.14(a) Lower Bound See definition of Gross Profit Adjustment Amount, 1.1 Marks See definition of Intellectual Property Rights, 1....
2Other Defined Terms. (a) Any capitalized terms used and not defined herein shall have the meaning set forth in the Base Indenture or the Series 2020-SPIADVF1 Indenture Supplement, as applicable.
(b) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified herein, the term “or” has the inclusive meaning represented by the term “and/or” and the term “including” is not limiting. All references to Sections, subsections, Articles and Exhibits shall be to Sections, subsections, and Articles of, and Exhibits to, this Agreement unless otherwise specifically provided.
(c) Reference to and the definition of any document (including this Agreement) shall be deemed a reference to such document as it may be amended, restated, supplemented or otherwise modified from time to time.
(d) In the computation of periods of time from a specified date to a later specified date, unless otherwise specified herein the words “commencing on” mean “commencing on and including,” the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”
2Other Defined Terms. In addition to the defined terms in Section 1.1 (Defined Terms), each of the following capitalized terms has the meaning ascribed thereto in the corresponding Section:
(A) to (D) Survival Period 6.5
2Other Defined Terms. The terms “Affiliate”, “Business Day”, “Change of Control”, “Governmental Authority”, “Interest Rate”, “Person”, “Securities Act”, and “Subsidiary”, shall each have the respective meaning ascribed to them in the Credit Agreement.
2Other Defined Terms. The following terms shall have meanings defined for such terms in the Sections set forth below: Term Section
2Other Defined Terms. The following terms shall have meanings defined for such terms in the Sections set forth below: Term Section
(a) Effective Time 3.1 Employee Plans 4.23(a) ERISA Affiliate 4.23(e) Escrow Agent 2.3(b) Escrow Funds 2.3
(b) Estimated Allocation Statement 10.3
2Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this Section 1.2.
2Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below: Defined TermLocation of Definition AGSA Preamble AGSA Consideration Recitals AGSA Hedging Arrangements § 5.7(a) AGSA Indemnified Parties § 3.2 AGSA Retained Actions § 5.4(b) AGSA US DB Plan § 4.2(c)(i) AMP Actions § 5.4(a) AMP Business Recitals AMP Closing § 2.1(a) AMP Closing Date § 2.1(a) AMP Transfer § 2.1(a) Defined TermLocation of Definition AMP US DB Plan § 4.2(c) AMPSA Preamble AMPSA Indemnified Parties § 3.1 AMP US DB Plan § 4.2(c)(i) BCA Recitals Claim Notice § 3.4 Cross-License § 5.3 Defense Notice § 3.4(b)(i) Delayed Transfer Assets § 2.2(c) EAPA § 5.3 Excluded Guarantees § 5.8(b) GHV Recitals Indemnity Claim § 3.4 Losses § 3.1 Non-Compete Period § 5.10(a) Non-Solicit Period § 5.10(a) Shares Recitals Third Party Claim § 3.4(a) Transferred Guarantees § 5.8(a)
2Other Defined Terms. Each of the following terms is defined in the Section set forth opposite such term: Agreement Preamble Announcement Section 8.7 Anti-Money Laundering Laws Section 4.24 CFC Section 6.14 Change of Control Section 6.4 Closing Section 3.1 Closing Date Section 3.1 Code Section 6.14 Company Preamble Confidential Information Section 6.1(a) Disclosing Party Section 6.1(a) Disqualification Event Section 4.22 XXXXX System Section 4.6 Environmental Laws Section 4.16 FDA Section 4.29 GAAP Section 4.6 Investor Preamble Issuer Covered Person Section 4.22 Lock-up Period Section 6.5(a) Losses Section 7.2 QEF Section 6.14 Ordinary Shares Recitals PFIC Section 6.14 Purchase Price Section 2 Receiving Party Section 6.1(a) Register of Members Section 3.2 Registration Rights Agreement Recitals Regulation D Section 4.19 Representatives Section 6.1(c) Sanctioned Country Section 4.25 Sanctions Section 4.25 Shares Section 2 Standstill Termination Event Section 6.4 Transfer Agent Section 6.2
