▇efinitions Clause Samples
▇efinitions. In this Agreement, the following words shall have the following meanings: AFFILIATE In relation to CIMYM or Oncoscience, means any entity or person that controls, is controlled by, or is under common control with that Party. For the purposes of this definition, "control" shall mean direct or indirect beneficial ownership of 50% (or, outside a Party's home territory, such lesser percentage as is the maximum, permitted level of foreign investment) or more of the share capital, stock or other participating interest carrying the right to vote or to distribution of profits of that entity or person, as the case may be. ARISING INTELLECTUAL Any and all of the Arising Patents and the Arising PROPERTY Know-how. ARISING KNOW-HOW Technical, commercial and all other information generated by Oncoscience or its Affiliates or sub-licensees during the continuation of this Agreement that relates to any of the Licensed Intellectual Property or the Licensed Product, including any scientific or regulatory data (including clinical data), product licence applications and approvals, clinical trial licence applications and approvals, and development and marketing plans and activities. ARISING PATENTS Any and all patents and patent applications that may be applied for or obtained in respect of any invention(s) made by Oncoscience, its Affiliates or sub-licensees during the continuation of this Agreement and which relate to any Licensed Intellectual Property or the Licensed Product, together with any continuations, continuations in part, extensions, reissues, divisions, and any patents, supplementary protection certificates and similar rights that are based on or derive priority from the foregoing. CALENDAR QUARTER Each three-month period ending on 31st March, 30th June, 30th September and 31st December. CALENDAR YEAR A year commencing on 1st January and ending on 31st December (but commencing on the Commencement Date in the first year of this Agreement and, in the final year of this Agreement, ending on the date of the last sale of Licensed Product under this Agreement). CIM The Center of Molecular Immunology, a scientific research institute based in Havana, Cuba. CIMAB'S CONTRACT Any Person that may from time to time be contracted MANUFACTURER by CIMAB to manufacture the Licensed Product, or any component or ingredient thereof, in accordance with the provisions of this Agreement. CIMYM FIELD AND (a) outside the Territory, all fields (including the TERRITORY Field); and (b) within...
▇efinitions. All terms used in this Warrant Certificate which are defined in the Warrant Agreement shall have the meanings assigned to them in the Warrant Agreement.
▇efinitions. (a) For pur▇▇▇▇▇ ▇▇ ▇▇▇▇ Agreement:
▇efinitions. AVENIR and HealthPacs" Data are HD proprietary products that include demographic data, population based models of the incidence of diseases by category, estimates of the demand for services (inpatient, outpatient, physician services, etc.). These models present estimates of the current demand and forecasts of the changes in demand that can be anticipated over the next five (5) years, as described in Health-demographics most recent documentation.
▇efinitions. Unless otherwise required by the context, the following terms shall have the following meanings in the Agreement:
▇efinitions. For purposes of t▇▇▇ ▇▇▇▇▇▇▇▇t:
(a) an "AFFILIATE" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
(b) Intentionally deleted;
▇efinitions. Schedu1e 1 contains capitalized terms that have the meanings set forth therein. Other capitalized terms used but not defined in Schedule 1 will have the meanings set forth herein.
▇efinitions. Unless otherwise required by the context, the terms defined in this Section 2 shall, for all purposes of this Amendment and Restatement, have the respective meanings set forth below:
▇efinitions. Custodian - The Custodian must be a bank or savings and loan association, as defined in section 408(n), or any person who has the approval of the IRS to act as Custodian. Depositor - The Depositor is the person who establishes the Custodial Account. IDENTIFYING NUMBER The Depositor's Social Security number will serve as the identification number of his or her IRA ▇▇▇ the Internal Revenue Service. An employer identification number is required only for an IRA ▇▇▇ which a return is filed to report unrelated business taxable income. An employer identification number is required for a common fund created for IRAs. IRA ▇▇▇ NON-WORKING SPOUSE Form 5305-A may be used to establish the IRA ▇▇▇todial Account for a non-working spouse. Contributions to an IRA ▇▇▇todial account for a non-working spouse must be made to a separate IRA ▇▇▇todial Account established by the non-working spouse. 15 SPECIFIC INSTRUCTIONS
▇efinitions. Accounts shall mean all of the Companies' now existing and future: (a) accounts (as defined in the UCC), and any and all other receivables (whether or not specifically listed on schedules furnished to CIT), including, without limitation, all accounts created by, or arising from, all of the Companies' sales, leases, rentals of goods or renditions of services to their respective customers, including, but not limited to, those accounts arising under any of the Companies' trade names or styles, or through any of the Companies' divisions; (b) any and all instruments, documents, chattel paper (including electronic chattel paper) (all as defined in the UCC); (c) unpaid seller's or lessor's rights (including rescission, replevin, reclamation, repossession and stoppage in transit) relating to the foregoing or arising therefrom; (d) rights to any goods represented by any of the foregoing, including rights to returned, reclaimed or repossessed goods; (e) reserves and credit balances arising in connection with or pursuant hereto; (f) guarantees, supporting obligations, payment intangibles and letter of credit rights (all as defined in the UCC); (g) except for the rights of the Existing Mortgagees and any lessors of any leased equipment, insurance policies or rights relating to any of the foregoing; (h) general intangibles pertaining to any and all of the foregoing (including all rights to payment, including those arising in connection with bank and non-bank credit cards), and including books and records and any electronic media and software thereto; (i) notes, deposits or property of account debtors securing the obligations of any such account debtors to the Companies or any one of them; and (j) cash and non-cash proceeds (as defined in the UCC) of any and all of the foregoing. Administrative Management Fee shall mean the annual sum of Twenty-Five Thousand Dollars ($25,000.00), first payable on the Closing Date and annually thereafter and which shall be paid to CIT in accordance with Section 8, paragraph 8.8 hereof to offset the expenses and costs (excluding Out-of-Pocket Expenses and auditor fees) of CIT in connection with administration, record keeping, analyzing and evaluating the Collateral. Anniversary Date shall mean the date occurring three (3) years from the Closing Date and the same date in every year thereafter. Availability shall mean, as to any Company, at any time of calculation, the amount by which such Company's Borrowing Base exceeds the outstanding ag...