1.10 Merger Agreement shall mean that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), by and among Lender, Heart Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Lender, Borrower and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Securityholders Representative
1.11 Obligations shall mean and include all Advances, debts, liabilities, and financial obligations, owed by Borrower to Lender of every kind and description (whether or not evidenced by any note or instrument), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising pursuant to the terms of any of the Loan Documents, including, without limitation, all interest, fees, charges, expenses, reasonable attorneys fees (and expenses) and accountants fees (and expenses) chargeable to Borrower or payable by Borrower hereunder or thereunder.
1.12 Permitted Liens means (a) liens for taxes not yet delinquent or liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; (b) liens in respect of property or assets imposed by law which were incurred in the ordinary course of business, such as carriers, warehousemens, materialmens and mechanics liens and other similar liens arising in the ordinary course of business which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings; (c) liens incurred or deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance and other types of social security, and other liens to secure the performance of tenders, statutory obligations, contract bids, government contracts, performance and return of money bonds, obligations to landlords, lessors or renters under leases or rental agreements and other similar obligations, incurred in the ordinary course of business; (d) liens securing the Senior Debt; (e) liens upon any equipment acquired or held by Borrower or any of its subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, so long as such lien extends only to the equipment financed, and any accessions, replacements, substitutions and proceeds (including insurance proceeds) thereof or thereto; (f) liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default; (g) liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods, (h) liens which constitute rights of setoff of a customary nature or bankers liens, whether arising by law or by contract and liens in favor of other financial institutions arising in connection with deposit accounts or securities accounts held at such institutions to secure customary fees, charges, and the like; (i) liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums; (j) easements, reservations, rights of way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances affecting real property in a manner not materially or adversely affecting the value or use of such property, (k) non-exclusive licenses or sublicenses granted to end-users of Borrowers products in the ordinary course of business, and (l) other liens constituting Permitted Liens as defined in the Merger Agreement.
1.13 Person shall mean any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.
1.14 Senior Debt shall mean the indebtedness of Borrower pursuant to the Senior Loan Agreement.
1.15 Senior Lender shall mean the holder of Senior Debt, from time to time.
1.16 Senior Loan Agreement shall mean that certain Term Loan Agreement, dated as of March 5, 2019, by and among Allergan, Inc. and Borrower, as amended, restated, supplemented or otherwise modified from time to time.