Force Majeure shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, pandemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any significant and prolonged failure in electrical or air conditioning equipment.
Form 10 shall mean the registration statement on Form 10 filed by SpinCo with the SEC to effect the registration of SpinCo Shares pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution.
Global Transaction Structure shall mean the plan set forth on Schedule 2.1(a) setting forth the restructuring steps to be taken prior to the Distribution Date and the sequence thereof.
Governmental Approvals shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Authority.
Governmental Authority shall mean any nation or government, any territory, state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, a government and any executive official thereof.
Group shall mean either the SpinCo Group or the Parent Group, as the context requires.
Historical Cloud Services shall mean the business and operations of J2 Cloud Services, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent, including the Cloud Fax business, B2B backup business, cybersecurity business (including its Livedrive and SugarSync businesses) and SMB enablement services business.
Indemnifying Party shall have the meaning set forth in Section 4.4(a).
Indemnitee shall have the meaning set forth in Section 4.4(a).
Indemnity Payment shall have the meaning set forth in Section 4.4(a).
Information shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, artwork, design, research and development files, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, Customer Information, cost information, sales and pricing data, customer prospect lists, supplier records and vendor data, correspondence and lists, product literature, communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data; provided that Information shall not include Intellectual Property.