zzz) definition
zzz). Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Authority. (aaaa) "Plans" shall have the meaning set forth in Section 5.17(a). (bbbb) "Post-Closing Statement" shall have the meaning set forth in Section 3.2(a). (cccc) "Premises" shall mean the Leased Real Property. (dddd) "Professional Liability Claims" shall have the meaning set forth in Section 5.15(a). (eeee) "Projections" shall mean collectively, (i) the projected statement of operations for the twelve months ending September 30, 1998 of AHG and FSN, and (ii) run rates of Gut, Sky, SASF and Surginet for the twelve months ending September 30, 1998. All such projections have been prepared by the management of the Sellers. (ffff) "Purchase Orders" shall mean any outstanding purchase orders, contracts or other commitments to suppliers of goods and services for materials, supplies or other items used in the Business and listed on SCHEDULE 5.16(A). (gggg) "Purchase Price" shall mean the aggregate amount payable to the Sellers pursuant to Section 3. (hhhh) "Purchased Property" shall mean the (i) Accounts Receivable, (ii) Contracts (except as set forth on SCHEDULE 2.4(A)), (iii) Equipment and Machinery, (iv) Files and Records, (v) Intangible Assets, (vi) Intellectual Property, (vii) Inventory, (viii) Licenses and Permits (to the extent transferable by the Sellers), (ix) Cash and Cash Equivalents, (x) any prepaid expenses and other assets relating to the operations of each Business on the Closing Date, (xi) all software, software systems, databases and all other information systems used in the Businesses, (xii) all other tangible and intangible assets of the Sellers and the Executive Shareholders (other than items of personal property owned by the Executive Shareholders which are not material to the operations of the Businesses and do not have an aggregate fair market value of more than $25,000) used in the respective Businesses (whether or not such assets are reflected on 6
zzz). Milestone" means a portion of the definitive, measurable Work upon completion of which a payment is to be made in accordance with Exhibit G (Payment Plan and Termination Liability Amounts).
zzz). Warrant" means the Warrant issued to each Investor as additional consideration for an Investor's Loan substantially in the form attached hereto as Exhibit B, as the same may be amended, restated or supplemented from time to time.
More Definitions of zzz)
zzz). SUBCONTRACTORS" has the meaning set forth in Section 14.10;
zzz). Permit" means any license, permit, franchise, certificate of authority, order or any waiver of the foregoing, required to be issued by any Governmental Entity in relation to the Securities. (aaaa) "Person" means any association, corporation, individual, partnership, limited liability company, trust or any other entity or organization, including any Governmental Entity. (bbbb) "Policies" shall have the meaning set forth in Section 2.16.1. (cccc) "Premier" shall have the meaning set forth in Recital F. (dddd) "Pxxxxxx" has the meaning set forth in the introductory paragraph of this Agreement. (eeee) "Pxxxxxx Project" shall have the meaning set forth in the Asset Purchase Agreement. (ffff) "Purchase Price" shall have the meaning set forth in Section 1.3. (gggg) "Recital" shall mean one of the introductory paragraphs to this Agreement. (hhhh) "Representative" shall mean Pxxxxxx (and any designee or nominee so named by Pxxxxxx). (iiii) "ROFO Agreement" shall have the meaning set forth in Recital H. (jjjj) "Salomon" shall mean Sxxxxxx Xxxxx Bxxxxx Inc. (kkkk) "Schedule" means any schedule attached to, or incorporated by reference in, this Agreement. (llll) "SEC" shall mean the United States Securities and Exchange Commission. (mmmm) "Securities" shall have the meaning set forth in Recital L. (nnnn) "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (oooo) "Securities Partnership" shall have the meaning set forth in Recital B. (pppp) "Securities Transfer" shall have the meaning set forth in Recital B. (qqqq) "Seller" has the meaning set forth in the introductory paragraph of this Agreement. (rrrr) "Subsidiary" means any Person in which the applicable Person has a direct or indirect equity or ownership interest in excess of ten percent (10%). (ssss) "Tax" means any foreign, federal, state, county or local income, sales and use, excise, franchise, real and personal property, transfer, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Governmental Entity, and any interest and/or penalties (civil or criminal) or addition to tax related thereto or to the nonpayment thereof. (tttt) "Tax Indemnitees" shall have the meaning set forth in Section 8.1.3. (uuuu) "Tax Proceeding" shall have the meaning set forth in Section 5.4.1. (vvvv) "Tax Return" means a report, return or other information required to...
zzz). ZZZ Communications, Inc., a Delaware corporation By: _______________________________ Name: Its: I am the spouse of XXXXXX XXXXX. I have reviewed the Contribution and Series A Preferred Stock Purchase Agreement, dated as of March 9, 2001 (the “Agreement”), by and among BIG BAD CELLULAR COMPANY, Inc., a Delaware corporation, ZZZ Communications, Inc., a Delaware corporation, UTEL, Inc., a Delaware corporation, UTEL-IOWA, Inc., an IOWA corporation, and XXXXXX XXXXX, an individual, and the Ancillary Agreements (as defined in the Agreement) in the forms attached thereto, and I am aware of the various provisions in the Agreement and the Ancillary Agreements. On behalf of myself, my heirs and legatees, I hereby join in and consent to the terms of the Agreement and the Ancillary Agreements, including the contributions of assets and the other transactions described therein. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement and the Ancillary Agreements. I acknowledge that I have been advised to seek separate legal counsel and represent that I have either done so or freely elected not to. Dated: ___________ __, 2001 ______________________________ Signature of Spouse ______________________________ Print Name 1. None 700 - Hawkeye City, IA C7 6/30/99 6/30/09 6/30/04 701 - Dream Field, IA C1 7/22/99 7/22/09 7/22/04 000 - Xxxx Xxxxx, XX C1 7/22/99 7/22/09 7/22/04
zzz) can means: x86_64, arm, arm32 or arm64 depending on the installer package.
zzz). VAT" means value added tax in the United Kingdom.
zzz). Person" means an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).
zzz). Zones” means the following four geographical areas into which the United Kingdom is divided into for the purposes of