“Confidentiality Agreement” means that certain Nondisclosure Agreement, dated as of April 2, 2019, between the Buyer and the Company.
“Contract” means any legally binding contract, covenant, plan, undertaking, concession, agreement, franchise, instrument, license, sublicense, lease, sublease, note, bond, indenture, deed of trust, mortgage, Lien, loan agreement, instrument of Indebtedness or other binding understanding, commitment or arrangement, whether written or oral.
“Continuing Employees” means all Company Employees who (i) at the Closing, continue their employment with the Group Companies or the Buyer or any of its Subsidiaries, or (ii) remain or become at the Closing employees of the Group Companies or Buyer or any of its Subsidiaries as required by applicable Law.
“Controlling Party” means the party controlling the defense of any Third Party Action.
“COVID-19” shall mean the novel coronavirus, SARS-CoV-2 or COVID-19 (and all related strains and sequences), including any intensification, resurgence or any evolutions or mutations thereof, and/or related or associated epidemics, pandemics, disease outbreaks or public health emergencies.
“COVID-19 Measures” shall mean any Law, directive, pronouncement or guideline issued by a Governmental Entity, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, changes to business operations, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of COVID-19, including, but not limited to, the CARES Act.
“Customer Offerings” means, with respect to each Group Company (a) the products (including Software and Documentation) that such Group Company (i) currently develops, manufactures, markets, distributes, makes available, sells or licenses to third parties, or (ii) has developed, manufactured, marketed, distributed, made available, sold or licensed to third parties in the past, and (b) the services that such Group Company (i) currently provides or makes available to third parties or (ii) has provided or made available to third parties in the past.
“D&O Indemnitees” has the meaning set forth in Section 6.9(a).
“Damages” means any and all claims, debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), diminution in value, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses, Taxes and expenses (including amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation, arbitration or other dispute resolution procedures), excluding indirect, special, punitive or exemplary damages except to the extent paid to a third party.
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