“Excluded Assets” means collectively: (a) the contractual right to payment under the APA of Retained Receivables; (b) the Retained Receivables; (c) any Royalty Payments payable by Rayner Surgical during the time prior to September 1, 2022 or from and after January 1, 2031; and (c) any reimbursements, milestone payments, fees, indemnification, damages, awards, settlement payments or any other payments, compensation or consideration of any kind pursuant to, under or in respect of the APA, excluding such consideration paid or payable to Purchaser pursuant to the terms of this Agreement relating to Purchased Receivables and Related Payment Provisions.
“Financing Sources” means, with respect to any Person, (a) any commercial bank or other lender that provides non-convertible debt financing in the ordinary course of its business to such Person, (b) those Persons that provide financing (whether in the form of debt, equity or otherwise) to such Person in accordance with contractual relationships and not directly related to or entered into in contemplation of the transactions contemplated hereby and (c) rating agencies.
“Governmental Entity” means any federal, state, provincial, local or foreign government or any court of competent jurisdiction, arbitral body, administrative, judicial or agency, department, political subdivision, commission, bureau or tribunal or other governmental authority, domestic or foreign.
“Judgment” means any judgment, order, injunction, consent, writ, decree or stipulation granted, issued or entered by a Governmental Entity.
“Knowledge of Seller” or “Knowledge”, when used with respect to Seller, means the current actual knowledge of (a) Gregory A. Demopulos, MD, Chief Executive Officer of Seller, (b) Michael A. Jacobsen, Chief Accounting Officer of Seller, and (c) Peter B. Cancelmo, JD, General Counsel of Seller.
“Law” means any provision of federal, state, provincial, local or foreign law (including common law), statute, rule, regulation, ordinance or code issued or promulgated by any Governmental Entity.
“Liens” means any mortgage, security interest, pledge, hypothecation, charge, adverse claims, easements, rights of first or last refusal, negotiation or similar priority, option, deed of trust, participation interest, deposit arrangement, title retention, conditional sale, financing lease or other security arrangement, or encumbrance, whether imposed by Contract, Law or otherwise.
“Monthly Amount” means, for a given calendar month during the Purchased Royalty Period, a monthly amount of Purchased Receivables determined by dividing such calendar year’s Annual Purchased Receivables Cap by twelve (12) (or in the case of the partial calendar year 2022 referred to in the definition of “Annual Purchased Receivables Cap”, four (4)). While any given calendar year may have a different amount for the Annual Purchased Receivables Cap, the method of dividing such amount into Monthly Amounts shall be the same.