Definitions

Definitions. Capitalized terms used herein but not otherwise defined herein (including on any Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this Agreement.

Definitions. Any terms not defined herein shall have the meanings, if any, ascribed to such terms in the Lease.

Definitions. As set out in Article 2 of the Plan are applicable to this Appendix.

Definitions. All capitalized terms shall have the meanings as defined in the Plan or, if not defined in the Plan, as defined in the Prior Plan, and such definitions in the Prior Plan are hereby incorporated by reference.

Definitions. Capitalized terms used but not defined herein have the meanings and uses assigned in the Original Note, and the term "Note" when used in this Amendment means the Original Note, as amended hereby.

Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: "Action" has the meaning in Section 6(c) hereof. "Affiliate" has the meaning set forth in Rule 405 under the Securities Act. "Blue Sky Application" has the meaning in Section 6(a) hereof. "Broker-Dealer" means any broker or dealer registered under the Exchange Act. "Business Day" means a day other than a Saturday or Sunday or any federal holiday in the United States or any holiday in the Province... of British Columbia, Canada. "Closing" has the meaning set forth in the Purchase Agreement. "Closing Date" has the meaning set forth in the Purchase Agreement. "Commission" means the Securities and Exchange Commission. "Company" has the meaning set forth in the preamble hereto. "Effectiveness Deadline" has the meaning in Section 2(a) hereof. "Effectiveness Period" has the meaning in Section 2(b) hereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Filing Deadline" has the meaning in Section 2(a) hereof. "Holder" means a Person who owns, beneficially or of record, Transfer Restricted Securities. "Indemnified Holder" has the meaning in Section 6(a) hereof. "Lock-Up Agreement" means the lock-up agreement in respect of the Transferred Restricted Securities entered into (or to be entered into) among the Holders, and/or one or more underwriters as provided for and pursuant to the terms of the Purchase Agreement. "NASD" means National Association of Securities Dealers, Inc. "Notice and Questionnaire" means the Selling Securityholder Notice and Questionnaire in substantially the form attached as Exhibit A hereto. "Person" means an individual, partnership, limited liability company, corporation, unincorporated organization, trust, joint venture or a government or agency or political subdivision thereof. "Prime Rate" means the prime rate of interest charged by Royal Bank of Canada to its most creditworthy customers for U.S. dollar or commercial loans at its main branch in Vancouver, British Columbia, from time to time. "Prospectus" means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. "Purchase Agreement" has the meaning set forth in the preamble hereto. "Rule 144" means Rule 144 under the Securities Act (or any successor provision), as it may be amended from time to time. "Rule 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time. "Securities Act" means the Securities Act of 1933, as amended. "Shelf Registration Statement" has the meaning in Section 2(a) hereof. "Suspension Period" has the meaning in Section 4(b) hereof. "Transfer Restricted Securities" means each Share of Beneficial Interest until the earliest to occur of: (a) the date on which such Share of Beneficial Interest has been effectively registered for resale under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (b) the date on which such Share of Beneficial Interest (A) has been transferred in compliance with Rule 144(k) were it not held by an affiliate of the Company or (B) may be sold or transferred pursuant to Rule 144(k) were it not held by an affiliate of the Company (or any other similar provision then in force); and (c) the date on which such Share of Beneficial Interest ceases to be outstanding (whether as a result of redemption, repurchase and cancellation, conversion or otherwise). "Underwritten Registration" or "Underwritten Offering" means a registration in which securities of the Company are sold to an underwriter for reoffering to the public. View More

Definitions. As used in this Agreement: 1.1 "ASSISTANCE" shall mean installation, conversion planning, conversion, consulting assistance, workshops, training or education classes performed by RMSS, or other functions mutually agreed to be "Assistance" by Licensee and RMSS. 1.2 "BASE MODIFICATION" shall mean any Modification which RMSS, in its sole discretion, has incorporated into the base version of the RMSS Software which RMSS makes available to... itself and other subsidiaries of Fidelity National Financial, Inc. ("FNF"). 1.3 "COMPETITOR" shall mean a natural or legal person offering a product that competes with RMSS Software. 1.4 "CUSTOM MODIFICATION" shall mean any Modification to the RMSS Software other than a Base Modification. 1.5 "DAYS" shall mean calendar days, unless otherwise specified. 1.6 "DEFECT" shall mean any failure, malfunction, defect or non-conformity in the RMSS Software that prevents the RMSS Software in any material respect from operating and performing in accordance with the Documentation. 1.7 "DOCUMENTATION" shall mean RMSS's standard operating instructions relating to the RMSS Software, consisting of one copy of the object code form of the RMSS Software; a copy of manuals consisting of instructions and procedures for systems and operations personnel and end users of RMSS Software, if any, and related documentation, if any. RMSS will deliver the Documentation to Licensee in paper form, on CD ROM or electronically, at RMSS's discretion (except that RMSS Software shall be delivered on machine readable media). Licensee acknowledges that not all items of Documentation are available in all forms of media. RMSS shall have the right to change the medium upon which the Documentation is delivered to Licensee without notice to Licensee. Upon electronic delivery of Documentation, any obligation of RMSS to deliver multiple numbers of copies of such Documentation to Licensee shall have no further force or effect. 1.8 "ESCALATION PROCEDURES" shall mean the procedures set forth in Section 11.2 of this Agreement. 1.9 "INSTALLATION SITE" shall mean the location at which the RMSS Software is installed and which is owned or controlled by Licensee, or a Licensee contractor (who is not a Competitor and who has executed a nondisclosure agreement consistent with the terms of this Agreement) providing use of systems to Licensee, and which is located in the United States. The initial Installation Site address is listed in Section 2 of Exhibit A. Licensee may update the list of Installation Sites from time to time upon thirty (30) Days prior written notice to RMSS. 1.10 "LICENSEE SERVER SOFTWARE" shall mean those client-server based applications set forth in Section 1.3 of Exhibit A hereto. 1.11 "MAINTENANCE" shall mean the services described in Exhibit B hereto. 1.12 "MAINTENANCE RELEASE" shall mean the current Release of the RMSS Software and the immediately prior Release (provided that such Releases have been made available to Licensee), and shall also include, at any given time, each Release delivered to Licensee within the prior two years. 1.13 "MODIFICATION" shall mean any customization, enhancement, modification or change made to the RMSS Software authored by or for RMSS under this Agreement. 1.14 "PC SOFTWARE" shall mean those personal computer-based applications developed by RMSS that are set forth in Section 1.2 of Exhibit A. 1.15 "PROPRIETARY INFORMATION" shall mean all information disclosed by or for Licensee or RMSS to the other during the negotiations hereof and/or learned by reason of the relationship established hereunder or, pursuant hereto, including, without limitation, the RMSS Software, Documentation, Releases, Modifications and all information, data and designs related thereto. Information relating to each party's business, plans, affiliates or customers shall also be deemed "Proprietary Information" for purposes of the Agreement. "Proprietary Information" shall also include all "non-public personal information" as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section 6801, et seq.) and the implementing regulations thereunder (collectively, the "GLB Act"), as the same may be amended from time to time, that RMSS receives from or at the direction of Licensee and that concerns any of Licensee's "customers" and/or "consumers" (as defined in the GLB Act). 1.16 "RELEASE" shall mean the Base Modifications, and other new versions, corrections, revisions, updates, modifications and enhancements to the RMSS Software and related Documentation. 2 1.17 "SERVER" shall mean a logical server that may include one (1) or more physical servers. 1.18 "SUBSIDIARY" shall mean any majority-owned or otherwise controlled, direct or indirect subsidiary. 1.19 "RMSS SOFTWARE" shall mean the object code and/or Source Code of any program or part of a program as described in Exhibit A licensed hereunder to Licensee but including in all events a product known between the parties as SIMON. RMSS Software includes all Base Modifications, all Modifications authored by or for RMSS, and all Releases issued during the term of Maintenance under this Agreement. 1.20 "SOURCE CODE" of RMSS Software shall mean a copy of the source code (or comparable high level coding) for the RMSS Software, if and to the extent RMSS has or retains any such code, including any annotations therein, certified by RMSS to Licensee, upon delivery to Licensee, as an accurate copy of such source code for RMSS Software as RMSS has in its possession. 1.21 "THIRD PARTY SOFTWARE" shall mean those third party applications provided by RMSS that are set forth in Section 1.4 of Exhibit A. 1.22 "USE LIMITATIONS" shall mean the use by Licensee of the Licensee Server Software in total on no more than the number of Servers licensed herein. View More

Definitions. As used in this Agreement:

Definitions. As used in this Agreement: 1.1 "ASSISTANCE" shall mean installation, conversion planning, conversion, consulting assistance, workshops, training or education classes performed by SoftPro, or other functions mutually agreed to be "Assistance" by Client and SoftPro. 1.2 "BASE MODIFICATION" shall mean any Modification which SoftPro, in its sole discretion, has incorporated into the base version of the... SoftPro Software which SoftPro makes generally available to its customers. 1.3 "CLIENT SERVER SOFTWARE" shall mean those client-server based applications set forth in Section 1.3 of Exhibit A hereto. 1.4 "COMPETITOR" shall mean a natural or legal person offering a product that competes with SoftPro Software. 1.5 "CUSTOM MODIFICATION" shall mean any Modification to the SoftPro Software other than a Base Modification. 1.6 "DAYS" shall mean calendar days, unless otherwise specified. 1.7 "DEFECT" shall mean any failure, malfunction, defect or non-conformity in the SoftPro Software that prevents the SoftPro Software in any material respect from operating and performing in accordance with the Documentation. 1.8 "DOCUMENTATION" shall mean SoftPro's standard operating instructions relating to the SoftPro Software, consisting of one copy of the object code form of the SoftPro Software; a copy of manuals consisting of instructions and procedures for systems and operations personnel and end users of SoftPro Software, and related documentation which SoftPro makes available to its customers in general. SoftPro will deliver the Documentation to Client in paper form, on CD ROM or electronically, at SoftPro's discretion and in accordance with SoftPro's then-current practices for such delivery (except that SoftPro Software shall be delivered on machine readable media). Client acknowledges that not all items of Documentation are available in all forms of media. SoftPro shall have the right to change the medium upon which the Documentation is delivered to Client without notice to Client. Upon electronic delivery of Documentation, any obligation of SoftPro to deliver multiple numbers of copies of such Documentation to Client shall have no further force or effect. 1.9 "ESCALATION PROCEDURES" shall mean the procedures set forth in Section 10.3 of this Agreement. 1.10 "INSTALLATION SITE" shall mean each location at which the SoftPro Software is installed and which is either (i) owned or controlled by Client, (ii) owned or controlled by one or more subsidiaries of FIS that are involved in the operation of 2 the LSI business for FIS, or (iii) owned or controlled by a Client contractor (who is not a Competitor and who has executed a nondisclosure agreement consistent with the terms of this Agreement) providing use of systems to Client, and which is located in the United States. The initial Installation Site address is listed in Section 2 of Exhibit A. Client may update the list of Installation Sites from time to time upon thirty (30) Days prior written notice to SoftPro. 1.11 "MAINTENANCE" shall mean the services described in Exhibit B hereto. 1.12 "MAINTENANCE RELEASE" shall mean the current Release of the SoftPro Software and the immediately prior Release (provided that such Releases have been made available to Client), and shall also include, at any given time, each Release delivered to Client within the prior two years. 1.13 "MODIFICATION" shall mean any customization, enhancement, modification or change made to the SoftPro Software authored by or for SoftPro under this Agreement. 1.14 "MSA" shall mean the Master Information Technology Services Agreement by and between Fidelity Information Services, Inc. and Fidelity National Title Group, Inc. entered into as of the date hereof, as amended, supplemented or modified from time to time. 1.15 "PC SOFTWARE" shall mean those personal computer-based applications developed by SoftPro that are set forth in Section 1.2 of Exhibit A. 1.16 "PROPRIETARY INFORMATION" shall mean all information disclosed by or for Client or SoftPro to the other during the negotiations hereof and/or learned by reason of the relationship established hereunder or pursuant hereto, including, without limitation, the SoftPro Software, Documentation, Releases, Modifications and all information, data and designs related thereto. Information relating to each party's business, plans, affiliates or customers shall also be deemed "Proprietary Information" for purposes of the Agreement. "Proprietary Information" shall also include all "non-public personal information" as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section 6801, et seq.) and the implementing regulations thereunder (collectively, the "GLB Act"), as the same may be amended from time to time, that SoftPro receives from or at the direction of Client and that concerns any of Client's "customers" and/or "consumers" (as defined in the GLB Act). 1.17 "RELEASE" shall mean the Base Modifications, and other new versions, corrections, revisions, updates, modifications and enhancements to the SoftPro Software and related Documentation that SoftPro makes commercially available, without additional charge, to licensees of the SoftPro Software to which SoftPro is providing Maintenance. A Release does not include any new or replacement products. 3 1.18 "SERVER" shall mean a logical server that may include one (1) or more physical servers. 1.19 "SOFTPRO AFFILIATE" shall mean any majority-owned, direct or indirect subsidiary of SoftPro, as from time to time constituted. 1.20 "SOFTPRO SOFTWARE" shall mean the object code and/or Source Code of any program or part of a program as described in Exhibit A licensed hereunder to Client. SoftPro Software includes all Base Modifications, all Modifications authored by or for SoftPro, and all Releases issued during the term of Maintenance under this Agreement. 1.21 "SOURCE CODE" of SoftPro Software shall mean a copy of the source code (or comparable high level coding) for the SoftPro Software, including any annotations therein, certified by SoftPro to Client, upon each delivery to Client, as a complete and accurate copy of source code corresponding to the SoftPro Software as last delivered or otherwise made available by SoftPro (whether in pieces or in an integrated whole). 1.22 "THIRD PARTY SOFTWARE" shall mean those third party applications provided by SoftPro that are set forth in Section 1.4 of Exhibit A. 1.23 "USE LIMITATIONS" shall mean the use by Client of the Client Server Software simultaneously on no more than the number of Workstations licensed herein. 1.24 "WORKSTATION" shall mean any personal computer or computer terminal on which use of Client Server Software is authorized. 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Definitions. A "Back Plant" or collectively, the "Back Plants" has the meaning set forth above. 1 A "Customer" means each of FIS and each user identified on Exhibit A hereto so long as such user is a direct or indirect subsidiary of FIS; it being understood that, upon 30 days' prior written notice, FIS may from time to time amend Exhibit A to add one or more of its other direct or indirect subsidiaries of FIS and such added subsidiary shall become a "Customer" hereunder effective as of the 30th day after... such prior notice is delivered to FNT. A "Customer Back Plant Retrieval" means any instance when a Back Plant is accessed by a Customer for viewing, data retrieval and/or copying, which may include the physical retrieval of microfiche, microfilm, index cards, paper documents or other media containing information within the Back Plant Documents as well as the copying thereof. A "FNT Back Plant Retrieval" means any instance when a Back Plant is accessed by representatives of FNT or any of its subsidiaries based upon a request by Customer for data retrieval and/or copying, which may include the physical retrieval of microfiche, microfilm, index cards, paper documents or other media containing information within the Back Plant Documents as well as the copying and forwarding thereof. An "Issuing Agency Agreement" is an agreement pursuant to which an entity is designated as a title agent, authorized to write title business for a principal. View More