License Agreement has the meaning set forth in the recitals.
Order means any order, writ, injunction, judgment, verdict, ruling, decision, subpoena, mandate, precept, command, directive, consent, approval, award, decree or similar determination or finding entered, issued, made or rendered by any Governmental Authority or an arbitrator, mediator or other quasi-judicial or judicially sanctioned Person or body.
Outside Date has the meaning set forth in Section 11.1(b)(i).
Party or Parties means, individually or collectively, Buyer and Seller.
Person means any individual, corporation (including any non-profit corporation), partnership, limited liability company, joint venture, unincorporated organization, estate, trust, association, organization or other legal entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) or Governmental Authority.
Purchase Price has the meaning set forth in Section 3.1.
Registered IP has the meaning set forth in Section 5.5.
Representative means, with respect to a particular Person, any director, manager, officer, employee, agent, consultant, advisor or other representative of such Person, including legal counsel, accountants and financial advisors.
Sales Taxes has the meaning set forth in Section 8.1.
SEC has the meaning set forth in Section 6.6.
Second Flywheel APA has the meaning set forth in the recitals.
Second Seller has the meaning set forth in the introductory paragraph.
Seller has the meaning set forth in the introductory paragraph.
Tax or Taxes (and with correlative meaning, Taxable and Taxing) means (i) any U.S. federal, state, provincial, local, non-U.S. or other income, alternative, minimum, add-on minimum, accumulated earnings, personal holding company, franchise, capital stock, net worth, capital, profits, intangibles, windfall profits, gross receipts, value added, sales, use, goods and services, excise, customs duties, transfer, conveyance, mortgage, registration, stamp, documentary, recording, premium, severance, natural resources, real property, personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment insurance, social security, disability, workers compensation, payroll, health care, withholding, estimated or other similar tax, duty, levy or other governmental charge or assessment or deficiency thereof (including all interest and penalties thereon and additions thereto, whether disputed or not) and (ii) any liability for any items described in clause (i) payable by reason of contract, transferee liability or operation of law (including Treasury Regulations Section 1.1502-6) or otherwise.
Tax Return means any return, declaration, report, claim for refund, information return or other document (including any related or supporting estimates, elections, schedules, statements, or information) filed or required to be filed in connection with the determination, assessment or collection of any Tax or the administration of any laws, regulations or administrative requirements relating to any Tax.
Transaction Documents means this Agreement, the Assumption Agreement, the License Agreement and any other agreements, instruments or documents entered into on the Closing Date pursuant to this Agreement.
Transfer Taxes has the meaning set forth in Section 8.1.
1.2 Other Definitions and Interpretive Matters.