Certain Basic Definitions. For purposes of this Agreement, the following terms shall have the following definitions:
Certain Basic Definitions. For purposes of this Agreement, the following terms shall have the following definitions: 1.1 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with the specified Person. 1.2 “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the State of California are authorized or obligated by law or executive order to close. 1.3 “Buyer’s Address” means: Masimo Corporation 00 Xxxxxx Xxxxxx, CA 92618 Attention: Xx. Xxxxxxx Xxx, CIO & EVP Operations Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxx@xxxxxx.xxx and Attention: Xx. Xxx Xxxxxxxxx, Sr. Corporate Counsel Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxxxx@xxxxxx.xxx With copy to: Xxxxxx Xxxx LLP 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Attention: Xxxx X. Xxxxxxxx, Esq. Phone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxxx@xxxxxxxxxx.xxx 1.4 “Buyer’s Broker” has the meaning set forth in Section 6. 1.5 “Cash Balance” has the meaning set forth in Section 2.2.2. 1.6 “Closing Date” means Friday, March 7, 2014. 1.7 “County” means the County of Orange, State of California. 1.8 “Deposit” means the Initial Deposit and the Additional Deposit (exclusive of the Independent Consideration (defined in Section 2.2.3 below)) to be delivered into and held in Escrow as provided in Section 2.2.1. 1.9 “Entitlements” means and includes the rights under any entitlements, permits, approvals, authorizations, licenses and consents obtained from any Governmental Authority or other Person in connection with the development, use, operation or management of the Property. -2- 1.10 “Escrow Holder” means First American Title Insurance Company. 1.11 “Escrow Holder’s Address” means: First American Title Insurance Company 0 Xxxxx Xxxxxxxx Xxx Xxxxx Xxx, XX 00000 Attention: Xxxxxx Xxxx Telephone No. (000) 000-0000 Facsimile No. (000) 000-0000 Email: xxxxx@xxxxxxx.xxx 1.11.1 “Excluded Information” means all proprietary, privileged or confidential information of Seller or Buyer relating to the Property, including but not limited to, internal financial analysis, marketing studies and reports, credit analysis, materials relating to cost to acquire the Property, purchase agreements pursuant to which Seller or its affiliates acquired the Property, appraisals or valuations of the Property, and any documents or communications subject t...
Certain Basic Definitions. For purposes of this Agreement, the following terms shall have the following definitions: Assumed Liabilities means all costs, expenses (including reasonable attorneys' fees and expenses), claims, losses, commitments, liabilities and obligations of any kind or nature, accrued or contingent, now existing or hereafter arising from or related to (i) the Leases or the New Leases, past, present or future, or (ii) the ownership, use, possession, enjoyment or operation of the Property, past, present or future, excluding only the Excluded Liabilities. Assumed Liabilities shall not include any costs, expenses, claims, losses, commitments, liabilities or obligations of any kind or nature arising from the presence of any Environmental Matters which were introduced on, under or about the Real Property prior to the time that Seller acquired fee title to the Real Property.
Certain Basic Definitions
