Definitions and Interpretation Contract Clauses (318)

Definitions and Interpretation. When used in this Agreement, the following terms have the following respective meanings: "Collateral" has the meaning given to that term in Section 2 hereof. "Intellectual Property" means all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software or otherwise), information, know-how, inventions, discoveries, published and unpublished works of authorship, processes, any and all other proprietary rights, and all rights corresponding to all of the foregoing t...hroughout the world, now owned and existing or hereafter arising, created or acquired. "Lien" shall mean, with respect to any property, any security interest, mortgage, pledge, lien, claim, charge or other encumbrance in, of, or on such property or the income therefrom, including, without limitation, the interest of a vendor or lessor under a conditional sale agreement, capital lease or other title retention agreement, or any agreement to provide any of the foregoing, and the filing of any financing statement or similar instrument under the UCC or comparable law of any jurisdiction. "Obligations" means (a) all loans, advances, future advances, debts, liabilities and obligations, howsoever arising, owed by Debtor to Secured Party or any affiliate of Secured Party of every kind and description, now existing or hereafter arising, whether created by the Notes, this Agreement, that certain Securities Purchase Agreement of even date herewith, entered into by and between Debtor and Secured Party (the "Purchase Agreement"), any other Transaction Documents (as defined in the Purchase Agreement), any other promissory note issued by Debtor in favor of Secured Party (or any affiliate of Secured Party), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract, tort, statute or other operation of law, whether incurred or owed directly to Secured Party or as an affiliate of Secured Party or acquired by Secured Party or an affiliate of Secured Party by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys' fees, incurred by Secured Party or any affiliate of Secured Party in connection with the Notes or in connection with the collection or enforcement of any portion of the indebtedness, 1 liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Agreement, and (d) the performance of the covenants and agreements of Debtor contained in this Agreement and all other Transaction Documents. "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, and (b) Liens in favor of Secured Party under this Agreement or arising under the other Transaction Documents. "UCC" means the Uniform Commercial Code as in effect in the state whose laws would govern the security interest in, including without limitation the perfection thereof, and foreclosure of the applicable Collateral. Unless otherwise defined herein, all terms defined in the UCC have the respective meanings given to those terms in the UCC. View More

Definitions and Interpretation. (a) "Companies Law" means the Companies (Jersey) Law 1991 (as the same may be amended, modified, supplemented or restated from time to time). (b) "Corporate Status" describes the status of a person who is serving or has served (i) as a director of the Company, (ii) in any capacity with respect to any employee benefit plan of the Company or (iii) as a director of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section l(b), a director of the Company who is... serving or has served as a director of a Subsidiary shall be deemed to be serving at the request of the Company. (c) "Entity" shall mean any corporation, partnership, limited liability company, joint venture, company, foundation, association, organization or other legal entity. (d) "Expenses" shall mean all fees, costs and expenses properly incurred in connection with any Proceeding, including, without limitation, attorneys' fees, disbursements and retainers (including, without limitation, any fees, disbursements and retainers properly incurred by the Indemnitee pursuant to Section 10 of this Agreement), fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services and other disbursements and expenses. 1 Exhibit 10.1 (e) "Indemnifiable Expenses," "Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below. (f) "Liabilities" shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement. (g) "Proceeding" shall mean any threatened or pending claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by the Indemnitee pursuant to Section 10 of this Agreement to enforce the Indemnitee's rights hereunder. (h) "Subsidiary" shall mean any subsidiary of the Company, as defined in the Companies Law. (i) References to Sections are to sections of this Agreement. (j) Use of any gender includes the other genders. (k) Headings and titles are inserted for convenience only and are to be ignored in the interpretation of this Agreement. (l) If there is any inconsistency between the provisions of this Agreement and the provisions of any contract of employment or terms of appointment in effect on the date of this Agreement between the Indemnitee and the Company (or any Subsidiary), the provisions of this Agreement shall prevail. View More

Definitions and Interpretation. "Holder" has the meaning set forth in the lead-in to this Note. "Lender" has the meaning set forth in the lead-in to this Note. "Loan" has the meaning set forth in Section 2. "Maker" has the meaning set forth in the lead-in to this Note. "Maturity Date" means the earliest to occur of (a) December 31, 2021, (b) the date of acceleration of the Loan pursuant to Section 6.2(a) hereof, or (c) full prepayment of the Loan. "Note" means this Promissory Note. "Restricted Payment" means (i) any dividend o...r other distribution, direct or indirect, on account of any equity interests in Maker now or hereafter outstanding, or (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any equity interests in Maker now or hereafter outstanding. "Transaction Documents" means this Note and any other document or agreement delivered in connection with any of the foregoing. 1.2Construction. Whenever the context requires, the gender of all words used in this Note includes the masculine, feminine, and neuter. All references to Sections refer to articles and sections of this Note. All references to dollars refer to United States dollars. The words "hereof," "hereto," "hereby," "herein," "hereunder" and words of similar import, when used in this Note, shall refer to this Note as a whole and not to any particular section or article in which such words appear. Unless the context requires otherwise, the word "or" shall not be exclusive. Unless the context requires otherwise, all references to laws, regulations, agreements and instruments refer to such laws, regulations, agreements and instruments as they may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, and references to particular provisions of laws or regulations include a reference to the corresponding provisions of any succeeding law or regulation. The article and section titles and headings in this Note are inserted for convenience only and are not intended to be part of, or to affect the meaning or interpretation of this Note. View More

Definitions and Interpretation. SERVICES 2 3. SERVICE FEE AND METHOD OF PAYMENT 3 4. INTELLECTUAL PROPERTY OWNERSHIP 3 5. REPRESENTATIONS AND WARRANTIES 3 6. CONFIDENTIALITY 4 7. TERM AND TERMINATION 5 8. BREACH 6 9. FORCE MAJEURE 6 10. GOVERNING LAW 6 11. DISPUTE RESOLUTION 7 12. MISCELLANEOUS 7 Appendix I. Scope of Services This TECHNICAL SERVICES AGREEMENT ("Agreement") is entered into on this 25 day of January, 2016 in Beijing, People's Republic of China ("PRC"), by and between: (1) Beijing Sino Top Scope Technology Co., L...td., a limited liability company incorporated under the laws of the PRC, with its registered address at Suite 2005, Building 11, 5 Huayuan Road, Haidian District, Beijing, PRC ("Party A"); and (2) YOU On Demand (Beijing) Technology Co., Ltd., a limited liability company incorporated under the laws of the PRC, with its registered address at Suite 2603, 26/F, Tower A, 10 Jintongxi Road, Chaoyang District, Beijing, PRC ("Party B"). WHEREAS: Party A wishes to retain Party B to provide the Services (defined below), and Party B is willing to provide the same to Party A, in accordance with the terms and conditions set forth below. NOW, THEREFORE, the parties agree as follows: 1. DEFINITIONS AND INTERPRETATIONS 1.1 Definitions. Unless otherwise indicated, the following terms in this Agreement shall have the meanings set forth below: Business Day means a day in which commercial banks are open for business in the PRC; Confidential Information means any information of a confidential nature relating to the parties, including without limitation any confidential information concerning their respective structure, business activities (including financial information, client lists and business policies), technology, released or unreleased software or hardware products, and marketing plans, regardless of the format in which such information is stored or communicated, and including any excerpts, summaries or other derivative forms of the same; Costs means the direct and indirect costs (other than Expenses) incurred by Party B and attributable to the Services performed by Party B hereunder, as determined in accordance with United States Generally Accepted Accounting Principles (US GAAP); Technical Services Agreement Expenses means all: (a) non-recoverable national, local, value added tax and other taxes (excluding taxes on the net income of Party B) paid by Party B in the performance of the Services; and (b) significant third party costs incurred by Party B for the benefit of Party A in the performance of the Services hereunder; Force Majeure means any fire, flood, war, act of government or other natural or man-made event which is unforeseen by the parties (or if foreseen, reasonably unavoidable) and which prevents the performance of this Agreement by any or all of the parties, but excluding any shortage of credit; RMB means Renminbi, the lawful currency of the PRC; Services means the services to be provided from Party B to Party A hereunder, as set forth in Appendix 1; Service Fee has the meaning set forth in Article 3.1. 1.2 Interpretations. All headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any provision. Any reference to an Article or Appendix is to an article or appendix of this Agreement. For purposes of this Agreement, the term "PRC" refers to Mainland China, and unless explicitly stated herein does not include the Special Administrative Regions of Hong Kong and Macao or the territory of Taiwan. View More

Definitions and Interpretation. The following terms will have the following meanings for all purposes of this Agreement: (a) "Agreement" means this Subscription Agreement, and all schedules and amendments to the Subscription Agreement; (b) "Board" means the Company's board of directors; (c) "Common Stock" means the common stock of the Company, par value $0.001 per share; (d) "Exchange Act" means the United States Securities Exchange Act of 1934, as amended; (e) "Offering" means the offering of the Securities by the Company; (f...) "Purchase Price" means the purchase price payable by the Subscriber to the Company in consideration for the purchase and sale of the Special Warrants in accordance with Section 2.1 of this Agreement; (g) "SEC" means the United States Securities and Exchange Commission; (h) "Securities Act" means the United States Securities Act of 1933, as amended; 2 (i) "Securities" means, collectively, the Special Warrants, Units, Unit Shares, Unit Warrants, Unit Warrant Shares and any other securities of the Company issuable pursuant to this Agreement or upon conversion of the Special Warrants; (j) "Special Warrant" means a special warrant in the form, and subject to the terms and conditions, attached as Schedule "B" to this Agreement, entitling the holder thereof to receive, upon conversion in accordance with the terms thereof, one (1) Unit for every one (1) Special Warrant, or such other securities as may be set out in the terms and conditions of the Special Warrants; (k) "Subscriber" means the Subscriber executing the signature page to this Agreement; (l) "Unit" means one (1) unit, issuable on conversion of a Special Warrant, consisting of one (1) Unit Share and one (1) Unit Warrant; (m) "Unit Share" means one (1) share of Common Stock issuable on conversion of a Special Warrant and comprising a portion of a Unit; (n) "Unit Warrant" means one (1) share purchase warrant entitling the holder thereof to purchase one (1) Unit Warrant Share at the Unit Warrant Exercise Price for the Unit Warrant Term, issuable on conversion of a Special Warrant and comprising a portion of a Unit, and substantially in the form, and subject to the terms and conditions, attached as Schedule "C" to this Agreement; (o) "Unit Warrant Exercise Price" means $0.40 per share; (p) "Unit Warrant Share" means one (1) share of Common Stock issuable upon exercise of the Unit Warrants; and (q) "Unit Warrant Term" means the period beginning on the Original Issue Date and ending at 5:00PM Pacific Time on March 29, 2019. 1.2. All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise. View More