Definitions

Definitions. Except as may otherwise be provided herein, all capitalized terms that are defined in the Credit Agreement shall have the same meanings herein as therein defined, all of such terms and their definitions being incorporated herein by reference.

Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as "control", "investment property", "proceeds" and "records") shall have the respective meanings given such terms in Article 9 of the UCC. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement (including in the form... of Note attached thereto as Exhibit B). View More

Definitions. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement. Unless otherwise indicated, all section references in this Forbearance refer to sections of the Credit Agreement.1 Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Credit Agreement.

Definitions. Section 1.01 of each Indenture is hereby amended by adding the following definitions thereto in the appropriate alphabetical locations: "Global Supplemental Indenture" means that certain Global Supplemental Indenture to this Indenture, dated as of April 10, 2015, among the Company, the Parent Guarantor and the Trustee. "Guaranteed Debt Security" means any and all Securities (with an original stated maturity in excess of 270 days) issued by the Company pursuant to this Indenture;... provided that such Securities are outstanding as of the date of the Global Supplemental Indenture. "Parent Guarantee" has the meaning set forth in Section 15.01 of this Indenture. "Parent Guarantor" means General Electric Company, a New York corporation, and its successors and assigns. View More

Definitions. The capitalized terms used in this License Agreement shall have the meanings as defined below or, if not defined below, as defined in the Asset Purchase Agreement.

Definitions. Capitalized terms used in this First Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Base Indenture.

Definitions. Except as otherwise expressly provided in the preamble and recitals of this Second Supplemental Indenture or otherwise clearly required by the context hereof, all capitalized terms used and not defined in this Second Supplemental Indenture that are defined in the Base Indenture shall have the respective meanings assigned to them in the Base Indenture.

Definitions. As used in this Agreement, the following terms have the respective meanings set forth below.

Definitions. 1.1 "Affiliates" means entities that control, are controlled by, or are under common control with, a Party to this Agreement. 1.2 "Bundled System" means a Lenovo Product which includes the Software in accordance with the terms of this Agreement. 1.3 "Content" means the video offerings on the FilmOn website. Content includes, but is not limited to, the internet television channels and video on demand FilmOn offerings. 1.4 "Electronic Self-Help" means a process where Partner electronically... disables, removes, or otherwise prevents the use of its software product without the End User's cooperation or consent. 1.5 "Deliverables" means items that Partner prepares for or provides to Lenovo as described in this Agreement and any relevant attachments, appendices or exhibits specifically referenced in this Agreement. Deliverables include Software. 1.6 "End User" means an end-user (not a reseller or sub-licensor) of a Lenovo Product. 1.7 "Harmful Code" means any computer code, programming instruction, or set of instructions (including without limitation, self-replicating and self propagating programming instructions commonly called viruses and worms) with the ability to damage, interfere, or otherwise adversely affect computer programs, data files, or hardware, without the consent or intent of the computer user. 1.8 "Lenovo App Store" means the online software store that is accessible via web browsers and through Lenovo's proprietary store application that runs on Lenovo Products. Such software store enables visitors to view a catalog of software products, including, but not limited to, applications, systems, utilities, images, text files, sound files and data ("App Store Offerings") and to download, register and purchase licenses to use such App Store Offerings. Partner will publish Software on such store for updates and the sale of "upsell Software" as agreed to herein and subject to the terms and conditions of the Lenovo App Store. 1.9 "Lenovo Product" means categories of Lenovo products which may include Lenovo branded personal computer products (including, but not limited to, desktop and notebook computers, etc.) and Android devices. 1.10 "Partner Material(s)" means Partner Licensed Marks, Software, Content, Service and Partner Sites as described in Exhibit A. 1.11 "Partner Sites", means the Internet websites located as of the Effective Date at the uniform resource location identified in Exhibit A and related pages (and any successors, replacements or additions thereto). 1.12 "Personal Data" means any information that is processed for Lenovo that may identify an individual. 1.13 "Personnel" means agents, employees or subcontractors engaged or appointed by Lenovo or Partner. 1.14 "Software" means the Partner-branded software and products, as described in Exhibit A. Software includes the Content, Service and Updates. 1.15 "Term" means the duration of this Agreement, commencing on the Effective Date. 1.16 "Territory" refers to countries and territories identified in Exhibit A. 2 1.17 "Updates" means maintenance releases (e.g., containing bug fixes or other minor improvements) which are developed and commercially released by Partner or its authorized contractors during the Term. View More

Definitions. For purposes of this Agreement, the following terms have the meanings ascribed thereto in this Section 1: "Affiliate" means, with respect to a Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction... of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. "Allscripts Competing Provider" means a Person or Persons identified on a Product Schedule for an Allscripts Product that has developed and offers a product that competes with the applicable Allscripts Product identified on such Product Schedule. "Allscripts Customer Agreement" means a valid written agreement between Allscripts and a person or entity under which Allscripts provides such person or entity with a license or access to the NantHealth Products or NantHealth Services in accordance with this Agreement. "Allscripts Product Data" means Data concerning a NantHealth Sublicensed Customer or its patients, business or operations that is (i) submitted or uploaded to or placed into an Allscripts Product by a NantHealth Sublicensed Customer or (ii) otherwise collected, stored, processed, generated or output by an Allscripts Product for a NantHealth Sublicensed Customer through use of the Allscripts Product by such NantHealth Sublicensed Customer (such as PHI or de-identified clinical or transaction data). For the avoidance of doubt, Allscripts Product Data does not include Managed Services Data. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Allscripts Products" means the Allscripts products identified in one or more Product Schedules hereto, including any Updates made generally available by Allscripts, whether as Installed Products or SaaS Products. "Allscripts Prospect" means a prospective Allscripts Sublicensed Customer. "Allscripts Services" means (a) Support Services and hosting services related to the Allscripts Products provided by Allscripts under this Agreement; and (b) professional services provided by or on behalf of Allscripts related to the Allscripts Products. "Allscripts Sublicensed Customer" means a person or entity who has executed an Allscripts Customer Agreement with Allscripts. "Allscripts Sublicensed Customer EULA" means the license agreement that shall be accepted and agreed to by each Allscripts Sublicensed Customer who will have access to NantHealth Products or NantHealth Services, a copy of which shall be attached as an annex to the applicable Product Schedule and which may be updated from time to time by NantHealth for new Customer Agreements upon reasonable notice to and approval of Allscripts, which approval shall not be unreasonably withheld. "Audited Party" is defined in Section 14 hereof. "Auditing Party" is defined in Section 14 hereof. "Capsule" is defined in Section 2.11 hereof. "Change of Control" means any of the following: (a) any merger, reorganization, share exchange, consolidation, or other business combination involving a Party and its subsidiaries, other than (i) any acquisition or other similar transaction in which a Party acquires the assets or the securities of another Person and such Party does not issue capital stock of the Party representing more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of such Party, or (ii) any merger or similar transaction effected solely to change the domicile of a Party or any of its subsidiaries; (b) any acquisition by any Person as a result of which such Person (or any group of which such Person is a member) becomes a beneficial owner of more than fifty percent (50%) of the issued and outstanding shares of any class of capital stock of a Party in any single transaction or a series of related transactions; (c) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition of all or substantially all of the assets of a Party and its subsidiaries in any single transaction or a series of related transactions; or (d) any exclusive license of all or substantially all of the intellectual property of a Party and its subsidiaries, in any single transaction or a series of related transactions. For purposes of this definition, the term "beneficial owner" has the meaning ascribed to such term in Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934, as amended, and the term "group" means two (2) or more Persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of the applicable securities referred to herein. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Claim" means any claim, action, suit, or proceeding. "Competing Provider" means any NantHealth Competing Provider or any Allscripts Competing Provider, as the case may be. "Confidential Information" means non-public information of a Disclosing Party or its Affiliates, including (a) any trade secrets and any information relating to the Disclosing Party's current and planned products and services, technology, source code, techniques, know-how, research, engineering, designs, finances, accounts, procurement requirements, manufacturing, customer lists, business forecasts, and marketing; (b) any information disclosed in writing that is clearly marked "confidential" or with a similar proprietary notice at the time of disclosure; (c) any information disclosed verbally that is identified as "confidential" or similarly at the time of disclosure, or which, by its nature, a reasonable person would consider confidential; (d) the terms and conditions of this Agreement; (e) Data, including Data and PHI relating to Allscripts and NantHealth customers; and (f) the Disclosing Party's or its Affiliates' Products, including associated Documentation, and information provided by the Disclosing Party or its designees as part of the Disclosing Party's performance of its respective Services. "Controlled Technology" means any software, documentation, technology, or other technical data, or any products that include or use any of the foregoing, of which the export, re-export, or release to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval under any Law, including the U.S. Export Administration Act and its associated regulations. "Customer Agreement" means an Allscripts Customer Agreement or a NantHealth Customer Agreement, as the case may be. "Data" means any data, information, and other content (regardless of whether de-identified) of any type and in any format, medium, or form, whether audio, visual, digital, screen, GUI, or other, that is input, submitted, uploaded to, placed into or collected, stored, processed, generated, or output by any device, system, or network by or on behalf of a Party (or any of its licensors or Affiliates) or any Sublicensed Customer, Managed Services Customer or otherwise relating to a Party (or any of its licensors or Affiliates) or a Sublicensed Customer or Managed Services Customer and arising out of or relating to this Agreement, including any and all data, analyses, and other information and materials resulting from any use of a Party's Products or Services under this Agreement. "Documentation" means all user manuals, operating manuals, technical manuals, and any other instructions, specifications, documents, or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical, or other components, features, or requirements of any of either Party's Products or Services, together with all revisions to such documentation delivered by or on behalf of a Party and as updated from time to time by a Party. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Eligible Allscripts Prospect" means an Allscripts Prospect who is registered and qualified through the registration and approval process described in Section 2.5 hereof. "Eligible NantHealth Prospect" means a NantHealth Prospect who is registered and qualified through the registration and approval process described in Section 2.5 hereof. "Eligible Prospect" means an Eligible Allscripts Prospect or an Eligible NantHealth Prospect, as the case may be. "Error" means any failure of any of a Party's Products to substantially conform to the Documentation. "EULA" means an Allscripts Sublicensed Customer EULA or a NantHealth Sublicensed Customer EULA. "Harmful Code" means (a) any virus, Trojan horse, worm, backdoor, or other software or hardware devices, the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) any time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise prevent, restrict, or impede a Party's or any Sublicensed Customer's use of such software or device. "Installed Products" means a Party's Products that are designed to be installed on the applicable customer's local computer systems/servers and all copies of the foregoing permitted hereunder. "Intellectual Property" means any and all intellectual property rights in any part of the world, whether registered or unregistered, and all applications for and renewals or extensions of such rights, including rights comprising or relating to: (a) patents, patent disclosures, and inventions (whether patentable or not); (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith; (c) works of authorship, designs, copyrights, and copyrightable works (including computer programs), and rights in data and databases; (d) trade secrets, know-how, and other confidential information; and (e) all similar or equivalent rights or forms of protection. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement or rule of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. "Level 1 Support" means basic troubleshooting and call triage, as may be more fully set forth on the applicable Product Schedule. "Loss" means all losses, damages, liabilities, deficiencies, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, the costs of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Managed Services Agreement" means a valid written agreement between NantHealth and a person or entity pursuant to which NantHealth provides a Managed Services Offering that utilizes an Allscripts Product or an Allscripts Service. "Managed Services Customer" means a person or entity who has executed a Managed Services Agreement with NantHealth. "Managed Services Data" means Data concerning a Managed Services Customer or its patients, business or operations that is (i) submitted or uploaded to or placed into an Allscripts Product in connection with a Managed Services Offering or (ii) otherwise collected, stored, processed, generated or output by an Allscripts Product in connection with a Managed Services Offering through use of the Allscripts Product by NantHealth (such as PHI or de-identified clinical or transaction data). "Managed Services Offering" means outsourced management and business process services (e.g. care management and practice management services) offered by NantHealth and managed on behalf of a client. "Marks" means, with respect to a Party, such Party's trade names, trade dress, trademarks, service marks, logos, brand names and other identifiers, corporate names, meta-tags, and universal resource locators, and any applications, registrations, and renewals thereof. "NantHealth Competing Provider" means a Person or Persons identified on a Product Schedule for a NantHealth Product that has developed and offers a product that competes with the applicable NantHealth Product identified on such Product Schedule. "NantHealth Customer Agreement" means a valid written agreement between NantHealth and a person or entity under which NantHealth provides such person or entity with a license or access to the Allscripts Products or Allscripts Services in accordance with the Agreement. "NantHealth Product Data" means: (a) Data concerning an Allscripts Sublicensed Customer or its patients, business or operations that is (i) submitted or uploaded to or placed into a NantHealth Product by an Allscripts Sublicensed Customer or (ii) otherwise collected, stored, processed, generated or output by a NantHealth Product for an Allscripts Sublicensed Customer through use of the NantHealth Product by such Allscripts Sublicensed Customer (such as PHI or de-identified clinical or transaction data); and (b) Managed Services Data. "NantHealth Products" means the NantHealth products identified in one or more Product Schedules hereto, including any Updates made generally available by NantHealth, whether as Installed Products or SaaS Products. "NantHealth Prospect" means a prospective NantHealth Sublicensed Customer or prospective Managed Services Customer. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "NantHealth Services" means (a) Support Services and hosting services related to the NantHealth Products provided by NantHealth under this Agreement; and (b) professional services provided by or on behalf of NantHealth related to the NantHealth Products. "NantHealth Sublicensed Customer" means a person or entity who has executed a NantHealth Customer Agreement with NantHealth. "NantHealth Sublicensed Customer EULA" means the license agreement that shall be accepted and agreed to by each NantHealth Sublicensed Customer who will have access to Allscripts Products or NantHealth Services, a copy of which shall be attached as an annex to the applicable Product Schedule and which may be updated from time to time by Allscripts for new Customer Agreements upon reasonable notice to and approval of NantHealth, which approval shall not be unreasonably withheld. "Person" means any natural person, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, business organization, or government, political subdivision, agency, or instrumentality. "Product Schedule" means one or more schedules to this Agreement that contain specific terms relating to the respective Products covered by this Agreement and that, when signed by both parties, shall become a part of this Agreement. "Products" means Allscripts Products or NantHealth Products, as the case may be. "Prospect" means an Allscripts Prospect or a NantHealth Prospect, as the case may be. "Representatives" means a with respect to a Party or its Affiliates, each of their respective employees, officers, directors, partners, shareholders, agents, attorneys, and third-party advisors. "Sales Activity" means conducting product demonstrations, exchanging proposals, conducting executive sales meetings, or performing similar sales activities. For the avoidance of doubt, a mass mailing or otherwise generalized business solicitation not targeted at a specific Person will not constitute "Sales Activity". "Services" means Allscripts Services or NantHealth Services, as the case may be. "Sublicensed Customer" means an Allscripts Sublicensed Customer or a NantHealth Sublicensed Agreement, as the case may be. "SaaS Product" means a Party's software-as-a-service solution that is made available on a hosted basis by or for such Party, including all of the component offerings as may be described in the respective Product Schedule. "Special Exclusivity Period" shall have the meaning set forth in Section 2.11(d) hereof. 0 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. "Support Services" means technical support, assistance, and maintenance (i.e., provision of Updates) related to a Party's Products, each as may be more fully set forth in the applicable Product Schedule. "Term" has the meaning set forth in Section 21 hereof. "Territory" means, with respect to a product or service, the territory specified on the respective Product Schedule. "Update" means any revision, modification, enhancement, upgrade, or new feature, functionality, module, or release of the Products, and any patch, bug fix, workaround, or Error correction to the Products, whether created for a Party specifically or released by a Party generally. The terms "sale," "seller," "resale," and "reseller" and derivations of the words include distribution and delivery of product or services by license, sublicense, or other forms of delivery to an end user. For the avoidance of doubt, Allscripts Products and NantHealth Products are licensed, not sold, and notwithstanding any use of any term to the contrary, in no event will any transaction contemplated by this Term Sheet be construed as a sale or assignment of Allscripts' intellectual property with respect to Allscripts Products or NantHealth's intellectual property with respect to NantHealth Products. View More