“Business Day” means any day that is not (a) a Saturday, (b) a Sunday, or (c) any other day on which commercial banks are authorized or required by law to be closed in the City of New York.
“Change” has the meaning set forth inSection 3.1(c).
“Commencement Date” has the meaning set forth in the preamble.
“Confidential Information” means any information of a Party, its Affiliates, members, licensors, consultants, service providers, advisors or agents that is confidential or proprietary, however recorded or preserved, whether written or oral. Confidential Information includes trade secrets, pricing data, employee information, customer information, cost information, supplier information, financial and tax matters, third-party contract terms, inventions,know-how, processes, methods, models, technical information, schedules, code, ideas, concepts, data, software and business plans (regardless of whether such information is identified as confidential).
“Dispute Negotiations” has the meaning set forth inSection 3.3(b).
“Fees” has the meaning set forth inSection 5.1.
“Force Majeure Event” has the meaning set forth inSection 10.1.
“Governmental Authority” means governmental or quasi-governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including any arbitral tribunal.
“Indemnified Parties” has the meaning set forth inSection 9.1.
“Indemnifying Party” has the meaning set forth inSection 9.1.
“Law” means a law, statute, order, ordinance, rule, regulation, judgment, injunction, order, or decree.
“Litigation” means any action, cease and desist letter, demand, suit, arbitration proceeding, administrative or regulatory proceeding, citation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity.
“Losses” means any and all damages, liabilities, losses, obligations, claims of any kind, interest and expenses (including reasonable fees and expenses of attorneys).
“Migration Plan” has the meaning set forth inSection 2.1(c).
“Migration Services” has the meaning set forth inSection 2.1(c).