Common use of Overview and definitions Clause in Contracts

Overview and definitions. 1.1. This Memorandum of Understanding ("Agreement") sets forth the terms for the formation, capitalization and operation of a Delaware limited liability company (the "Company"), the members of which will be ARTISTdirect Latin America, LLC, a Delaware limited liability company ("AD"), an affiliate of ARTISTdirect, Inc., a Delaware corporation ("AD Parent") and Lakeport Overseas Ltd., a British Virgin Islands corporation ("CTG"), an affiliate of Hampstead Management Co., a British Virgin Islands corporation ("CTG Parent"), that will be the vehicle for both AD and CTG to develop and conduct the "Service" as defined in Section 1.2. [AD, together with its Affiliate Transferees (as defined in Section 10.2.1); and CTG, together with its Affiliate Transferees (as defined in Section 10.2.1) will each hereinafter be referred to individually as a "Member" or "party" and collectively as the "Members" or "parties".] Pursuant to Section 2 below, this Agreement will be binding upon execution by the parties.