Bird Party definition

Bird Party means the Credit Parties and the Parent. “Bird Transaction Party” means the Credit Parties, the Parent and, solely for as long as there are outstanding EMEA Loans or availability in respect of EMEA Loans hereunder, Bird Rides International Holding, Inc. “Borrower” has the meaning set forth in the preamble to this Agreement. “Borrower Indemnified Amounts” has the meaning set forth in Section 13.01(a). “Borrower Indemnified Party” has the meaning set forth in Section 13.01(a). “Borrower Net Revenue” means, with respect to a Scooter or an EMEA Scooter, as applicable, (a) all revenue earned in respect of such Scooter or EMEA Scooter minus (b) the sum of (i) sales taxes payable in respect of such Scooter or EMEA Scooter and (ii) Rider Incentive / Contra Pay with respect to such Scooter or EMEA Scooter; provided, that the aggregate amount of Rider Incentive / Contra Pay permitted to be subtracted under this clause (b)(ii) during any Quarterly Period, when added to the amount of Rider Incentive / Contra Pay subtracted for all Scooters or EMEA Scooters over such Quarterly Period, does not exceed 20% of all revenue earned in respect of the Scooters or EMEA Scooters, as applicable in the aggregate during such Quarterly Period. “Borrower Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to any Lender, Borrower Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, the principal amount of the Loans, all Interest on the Loans, all Fees and all other amounts due or to become due from the Borrower under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in each case whether or not allowed as a claim in such proceeding). “Business Combination Agreement” means that certain Business Combination Agreement dated as of May 11, 2021, by and among Bird Rides, Inc., Bird Global, Inc., Switchback II Corporation, and Maverick Merger Sub Inc., as in effect on the Second Amendment Effective Date. “Business ...
Sample 1Sample 2
Bird Party means the Credit Parties and the Parent. “Bird Transaction Party” means the Credit Parties, the Parent, and Bird Rides International Holding, Inc. “Borrower” has the meaning set forth in the preamble to this Agreement. “Borrower Indemnified Amounts” has the meaning set forth in Section 13.01(a). “Borrower Indemnified Party” has the meaning set forth in Section 13.01(a). “Borrower Obligations” means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to any Lender, Borrower Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, the principal amount of the Loans, all Interest on the Loans, all Fees and all other amounts due or to become due from the Borrower under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in each case whether or not allowed as a claim in such proceeding). “Business Combination Agreement” means that certain Business Combination Agreement dated as of May 11, 2021, by and among Bird Rides, Inc., Bird Global, Inc., Switchback II Corporation, and Maverick Merger Sub Inc., as in effect on the Second Amendment Effective Date. “Business Day” means any day (other than a Saturday or Sunday) on which banks are not authorized or required to close in New York City, New York or San Francisco, California. “Capitalized Lease Obligations” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. “Certificate of Beneficial Ownership” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
Sample 1Sample 2
Bird Party means the Credit Parties and the Parent. “Bird Transaction Party” means the Credit Parties, the Parent, and Bird Rides International Holding, Inc. “Borrower” has the meaning set forth in the preamble to this Agreement. “Borrower Indemnified Amounts” has the meaning set forth in Section 13.01(a). “Borrower Indemnified Party” has the meaning set forth in Section 13.01(a). “Borrower Net Revenue” means, with respect to a Scooter, (a) all revenue earned in respect of such Scooter minus (b) the sum of (i) sales taxes payable in respect of such Scooter and (ii) Rider Incentive / Contra Pay with respect to such Scooter; provided, that the aggregate amount of Rider Incentive / Contra Pay permitted to be subtracted under this clause (b)(ii) during any Quarterly Period, when added to the amount of Rider Incentive / Contra Pay subtracted for all Scooters over such Quarterly
Sample 1

Examples of Bird Party in a sentence

  • Each of the Credit Parties will direct its creditors to send invoices and other statements of account directly to it and not to any Affiliate that is not a Bird Party and cause its other Affiliates to direct their creditors not to send invoices and other statements of accounts of such Affiliates to it.

  • Any change in (A) the external accountants of any Bird Party or (B) any material accounting policy of any Bird Party that is relevant to the transactions contemplated by this Agreement or any other Transaction Document.

  • Xxxxxxx and their respective counsel shall have received executed copies of favorable written opinions, dated as of the Closing Date, of Xxxxxx & Xxxxxxx LLP, counsel to the Bird Parties, covering corporate, enforceability, and security interest matters and such other matters as the Lenders may request, in form and substance satisfactory to the Lenders (and each Bird Party instructs such counsel to deliver such opinions to the Administrative Agent and the Lenders).

  • Except as otherwise disclosed in the Registration Statement, the General Disclosure Package or the Prospectus, there are no known actual or proposed material tax deficiencies or assessments that have been, or would reasonably be expected to be, asserted against any Blue Bird Party or its subsidiaries.

  • There are no business relationships or related party transactions involving any Blue Bird Party or any of their subsidiaries or, to the knowledge of the Blue Bird Parties, any other person that are required to be described in the Registration Statement, the General Disclosure Package and the Prospectus that have not been described as required.

  • Neither Blue Bird Party is required, nor, upon the sale of the Securities as herein contemplated, will be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

  • Each Blue Bird Party and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

  • Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned directly or indirectly by the applicable Blue Bird Party, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

  • Each Blue Bird Party and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required by law to be paid or filed through the date hereof, except for cases in which the failure to pay would not reasonably be expected to have a Material Adverse Effect or assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided.

  • For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) with respect to which any Blue Bird Party or any of its subsidiaries may have any liability.


More Definitions of Bird Party

Bird Party means the Credit Parties and the Parent.
Sample 1
Bird Party means the Credit Parties and the Parent. “Bird Transaction Party” means the Credit Parties, the Parent, and Bird Rides International Holding, Inc. “Borrower” has the meaning set forth in the preamble to this Agreement. “Borrower Indemnified Amounts” has the meaning set forth in Section 13.01(a). “Borrower Indemnified Party” has the meaning set forth in Section 13.01(a).
Sample 1

Related to Bird Party

  • BRRD Party means any Underwriter subject to Bail-in Powers.

  • Third Party means any Person other than a Party or an Affiliate of a Party.

  • Sublicensee means a third party to whom LICENSEE grants a sublicense of certain rights granted to LICENSEE under this Agreement.

  • Third Party Data has the meaning set forth in Section 9.3(a).

  • Third Party Vendor means any person or entity that provides SaaS, third party software and/or related intellectual property. “Work” means any additional work the Customer requests Singtel to perform in relation to the Service.

  • Third Party Product means a product (whether hardware, software or services) supplied to you by a third party;

  • Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.

  • Third Party(ies) means a person or entity who or which is neither a Party nor an Affiliate of a Party.

  • Third Party Products means the Third Party Software and Third Party Hardware.

  • Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.

  • Licensee has the meaning set forth in the preamble.

  • Third Party Material means software, software development tools, methodologies, ideas, methods, processes, concepts and techniques owned by, or licensed to a third party and used by the Service Provider in the performance of the Services;

  • Sublicensees as used herein in either singular or plural shall mean any person or entity other than an AFFILIATED COMPANY to which Company has granted a sublicense under this Agreement.

  • Collaborator An individual who is not under the direct supervision of the PI (e.g., not a member of the PI’s laboratory) who assists with the PI’s research project involving controlled-access data subject to the NIH GDS Policy. Internal collaborators are employees of the Requester and work at the same location/campus as the PI. External collaborators are not employees of the Requester and/or do not work at the same location as the PI, and consequently must be independently approved to access controlled-access data subject to the NIH GDS Policy.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;

  • Unlicensed person means any person who is not a licensed dealer under this chapter.

  • Licensed person means an individual who is licensed or otherwise legally authorized to practice a professional service by a court, department, board, commission, or an agency of this state or another jurisdiction, any corporation or professional services corporation all of whose shareholders are licensed persons, any partnership all of whose partners are licensed persons, or any limited liability company all of whose members and managers are licensed persons.

  • Third-party payer means an entity that is, by

  • BMS means the Company, all related companies, affiliates, subsidiaries, parents, successors, assigns and all organizations acquired by the foregoing.

  • the Licensee means the person or persons to whom this licence is granted, his personal representatives and any person or persons to whom the rights conferred by this licence may lawfully have been assigned;

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Third Party Manufacturer means (i) a Third Party whose primary business is contract manufacturing, or (ii) a Third Party who has a contractual arrangement with Licensee or with a sublicensee of Licensee that includes manufacturing of Client Product and/or Drug Product by such Third Party for Licensee or such sublicensee.

  • Third Party Contractor as used in the Student Data Protection Act and “Operator” as used in COPPA. De-Identified Information (DII): De-Identification refers to the process by which the Contractor removes or obscures any Personally Identifiable Information (“PII”) from Education Records in a way that removes or minimizes the risk of disclosure of the identity of the individual and information about them.

  • Third Party Materials means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.

  • Third Party Content means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries, dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained by Your use of the Services or any Oracle-provided tools.