The consideration for the transfer of the Property (the "Consideration") shall be One Dollar ($1.00) and performance by Transferee of the Transferee Obligations, as hereinafter defined, which shall survive the Closing.
Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
Indebtedness means, with respect to any Person, without duplication:
Subsidiary means an entity in which more than 50 percent of the entity is owned—
Event of Default has the meaning specified in Section 8.01.
Collateral has the meaning set forth in Section 2.
Note The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.
Transfer Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.
Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
Agreement has the meaning set forth in the preamble.
Environmental Laws means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
Parties has the meaning set forth in the Preamble.
Holder means a Person in whose name a Security is registered in the Security Register.
Confidential Information has the meaning set forth in Section 6.1.
Default means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.
Third Party means a provider of digital educational software or services, including cloud- based services, for the digital storage, management, and retrieval of Education Records and/or Student Data, as that term is used in some state statutes. However, for the purpose of this DPA, the term “Third Party” when used to indicate the provider of digital educational software or services is replaced by the term “Provider.” EXHIBIT “D” DIRECTIVE FOR DISPOSITION OF DATA Provider to dispose of data obtained by Provider pursuant to the terms of the Service Agreement between LEA and Provider. The terms of the Disposition are set forth below:
tender for income-generating contracts means a written offer in the form determined by an organ of state in response to an invitation for the origination of income-generating contracts through any method envisaged in legislation that will result in a legal agreement between the organ of state and a third party that produces revenue for the organ of state, and includes, but is not limited to, leasing and disposal of assets and concession contracts, excluding direct sales and disposal of assets through public auctions; and
Intellectual Property Rights shall have the meaning ascribed to such term in Section 3.1(p).
Purchaser means the organization purchasing the goods.
Maturity Date shall have the meaning assigned to such term in Exhibit A.
Personal Information means information identifiable to any person, including, but not limited to, information that relates to a person’s name, health, finances, education, business, use or receipt of governmental services or other activities, addresses, telephone numbers, Social Security Numbers, driver license numbers, other identifying numbers, and any financial identifiers.
Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime contractor or another subcontractor.
Interest Payment Date when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.
Property means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.
Party or “Parties” has the meaning set forth in the Preamble.
Lien means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.