definiens: means the transition services agreement to be ent ered into among the Purchaser and the Vendors at Closing, sub stantially in the form attached hereto as Exhibit E ; ( wwwwww ) means any Liability of the Vendors for Tax with r espect to the Tax types and periods listed on Schedule 1.1(wwwwww ) ; ( xxxxxx ) means the US Contracts entered into by one or bot h of the US Vendors with certain third parties that the Purchas er has agreed to assume on Closing, including the US Premises Leases, which US Contracts are iden tified with an asterisk in Schedule 1.1(aaaaaaa ) ; ( yyyyyy ) means all Liabilities in connection with the foll owing which the Purchaser has expressly agreed to assume : ( i ) trade and accounts payable incurred by the US Vendo rs in the Ordinary Course of the Business prior to Closing ; ( ii ) Transferred Employees and Transferred Independent C ontractors but, in each case, only to the extent that such Liabilities are based on fa cts, circumstances or events that arise after the Time of Closing ; ( iii ) US Assumed Contracts, but only to the extent that s uch Liabilities thereunder are required to be performed after the Time of Closing, were incurred in the Ordinary Course of the Business and do not relate to any fai lure to perform, improper performance or other breach, default or violation by any US Ven dor on or prior to the Closing ; and - 21 - ( iv ) all product warranties granted to customers of the Business by the US Vendors with respect to NeoGraft Devices sold in the Ordinary Co urse of the Business prior to the Closing as set out in Schedule 1.1(pppp ) ; ( zzzzzz ) means the business transfer agreement to be execu ted by the US Vendors and Canadian Vendor Amalco in favour of the Purchaser or its Affiliates on Closing, substantially in the form attached hereto as Exhibit F ; ( aaaaaaa ) means all contracts to which one or more of the U S Vendors is a party with respect to the Business, being those contracts as m ore particularly described in Schedule 1.1(aaaaaaa ) ; ( bbbbbbb ) means all right, title, benefit and interest of t he US Vendors in all intellectual property of any nature and kind includ ing all domestic and foreign trademarks, business names, trade names, product names, trade dress, slogans, logos, domain names, generic top level domain names, trading styles, patents ( in cluding applications, provisional applications, continuations, divisional, reissues, and re- examinations thereof and therefor ), Trade Secrets, proprietary software, industrial designs and copyrights, whethe r registered or unregistered, and all applications for registration thereof, all inve ntions, formulae, models, product and service designs, product and service configurations, produc t and service formulat ions, processes and processing methods, technology and techniques, data, databases, proprietary information and know- how, and all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past o r ongoing misuse or misappropriation, anywhere in the world, and all associated rights, i ncluding moral rights, including the intellectual property described at Schedule 1.1(bbb bbbb ) ; ( ccccccc ) means those lands and buildings leased by the US Vendor for use in the Business pursuant to the US Premises Leases situate at ( i ) 103 – 419 Southfork Drive, Lewisville, Texas, 75057 and ( ii ) 1415 South Church Street, Cha rlotte, North Carolina, 28203 ; ( ddddddd ) means all federa l, provincial and local permits, licenses, authoriz ations, certificates, approvals, registrations, flings, var iances, franchises, rights, privileges, waivers and exceptions, and grants of every kind and character or any item with a similar effect used by t he US Vendors in connection with the Business, and cap able of being assigned to the Purchaser, including those et out at Schedule 1.1(ddddddd ) ; ( eeeeeee ) means ( i ) the short form commercial lease dated D ecember 6, 2017 between Wayne and Faye Oliver, as landlord, and Solutions U S, as tenant ; and ( ii ) the lease agreement entered into on March 15, 2017 between 14 15, LLC, as landlord, and Solutions US, as tenant ; - 22 - ( fffffff ) means collectively, all of the assets of the US Vendors owned or used in carrying on the Business, tangible or intangible, other than any Excluded Assets, including the following assets : ( i ) US Assumed Contracts ; ( ii ) US Intellectual Property ; ( iii ) US Permits ; ( iv ) US Premises Leases ; ( v ) Accounts Receivable of the US Vendors ; ( vi ) Business Names of the US Vendors ; ( vii ) Equipment owned or leased by one more of th e US Vendors ; ( viii ) all inventory of the Business owned by the US Vendors, including Saleable Inventory ; ( ix ) Promotional materials of the US Vendors ; ( x ) Goodwill of the US Vendors ; ( xi ) Furniture and Fixtures of the US Vendors ; ( xii ) Miscellaneous Items of the US Vendors ; ( xiii ) Supplies of the US Vendors ; and ( xiv ) Business Records relating to the foregoing ; ( ggggggg ) means Bennett Jones LLP ; ( hhhhhhh ) means the representations and warranties of the Vendor Parties or any Vendor Part y which are listed at Schedule 1.1(hhhhhhh ) ; ( iiiiiii ) has the meaning ascribed thereto at Section 9.3(a ) ; ( jjjjjjj ) shall have the meaning ascribed thereto in Subsec tion 4.3(e ) ; and ( kkkkkkk ) means a withholding tax exemption certificate iss ued by the ITA, as more particularly described at Section 2.12