SUCH RIGHTS UNDER LICENSE OR
EQUIVALENT AGREEMENT WOULD INFRINGE (DIRECTLY, CONTRIBUTORILY, BY INDUCEMENT OR
OTHERWISE), MISAPPROPRIATE OR OTHERWISE CONFLICT WITH ANY [***].
(ZZ)
"PERMITTED ENCUMBRANCES" MEANS (I) LIENS FOR CURRENT PROPERTY
TAXES NOT YET DUE AND PAYABLE, (II) ENCUMBRANCES ARISING IN CONNECTION WITH AND
SOLELY AS A RESULT OF PERMITTED INDEBTEDNESS AND (III) EXCEPT WITH RESPECT TO
INTELLECTUAL PROPERTY, OTHER IMPERFECTIONS OF TITLE, RESTRICTIONS OR
ENCUMBRANCES, IF ANY, WHICH IMPERFECTIONS, RESTRICTIONS OR ENCUMBRANCES DO NOT,
INDIVIDUALLY OR IN THE AGGREGATE, IMPAIR THE CONTINUED USE AND OPERATION OF THE
ASSETS USED IN THE OPERATION OF THE BUSINESS AND DO NOT AFFECT THE
MERCHANTABILITY OF THE TITLE TO SUCH ASSETS TO WHICH THEY RELATE.
(AAA)
"PERMITTED INDEBTEDNESS" MEANS (I) ACCOUNTS PAYABLE INCURRED IN THE
ORDINARY COURSE OF BUSINESS THAT ARE PAID WITHIN FORTY-FIVE (45) DAYS OF THE
DATE OF INVOICE THEREOF, (II) INDEBTEDNESS ARISING FROM EXISTING AND FUTURE
LEASE OBLIGATIONS OF IBIS UNDER EQUIPMENT LEASES THAT ARE CAPITAL LEASES IN
ACCORDANCE WITH GAAP SO LONG AS THE COLLATERAL FOR SUCH CAPITAL LEASES IS
LIMITED TO THE EQUIPMENT ACQUIRED AND THE AGGREGATE AMOUNT OF SUCH CAPITAL
LEASES DOES NOT EXCEED [***] AND (III) INDEBTEDNESS INCURRED PURSUANT TO THE
CORPORATE SERVICES AGREEMENT OR THE CONTRIBUTION AGREEMENT.
(BBB)
"PERSON" MEANS AN INDIVIDUAL, A PARTNERSHIP, A CORPORATION, AN
ASSOCIATION, A LIMITED LIABILITY COMPANY, A JOINT STOCK COMPANY, A TRUST, A
JOINT VENTURE, AN UNINCORPORATED ORGANIZATION, OR A GOVERNMENTAL AUTHORITY (OR
ANY DEPARTMENT, AGENCY, OR POLITICAL SUBDIVISION THEREOF).
(CCC)
"PRE-CLOSING TAX PERIOD" MEANS A TAX PERIOD ENDING ON OR BEFORE THE
CLOSING DATE AND THE PORTION THROUGH THE END OF THE CLOSING DATE FOR ANY TAX
PERIOD THAT INCLUDES (BUT DOES NOT END ON) THE CLOSING DATE.
(DDD)
"POST-CLOSING TAX PERIOD" MEANS A TAX PERIOD BEGINNING AFTER THE
CLOSING DATE AND, FOR ANY TAX PERIOD THAT INCLUDES (BUT DOES NOT END ON) THE
CLOSING DATE, THE PORTION OF SUCH PERIOD BEGINNING AFTER THE CLOSING DATE.
(EEE)
"PRODUCTS" MEANS THE T5000 BIOSENSOR SYSTEM (INCLUDING KITS) AND ANY
SUCCESSOR PRODUCTS.
(FFF)
"PURCHASE OFFER" MEANS ANY PROPOSAL OR OFFER FROM ANY PERSON
(OTHER THAN AMI AND ITS AFFILIATES IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY) OR ANY AGREEMENT OR OFFER RELATING TO ANY
(I) REORGANIZATION, LIQUIDATION, DISSOLUTION, SHARE EXCHANGE, BUSINESS
COMBINATION OR RECAPITALIZATION OF IBIS, (II) MERGER OR CONSOLIDATION INVOLVING
IBIS, (III) PURCHASE OR SALE OF ANY ASSETS OR CAPITAL STOCK OF IBIS (OTHER THAN
THE PURCHASE AND SALE OF INVENTORY AND CAPITAL EQUIPMENT IN THE ORDINARY COURSE
OF BUSINESS), (IV) DISTRIBUTION OF IBIS'
9
EXISTING OR FUTURE PRODUCTS, (V) LICENSING OF ANY BUSINESS IP FROM IBIS OR
(VI) ANY OTHER TRANSACTION OR BUSINESS COMBINATION INVOLVING IBIS OR ITS
BUSINESS OR ASSETS WHICH WOULD REASONABLY BE EXPECTED TO INTERFERE WITH, IMPEDE
OR MATERIALLY DELAY THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS
OR DILUTE THE BENEFITS THEREOF TO AMI AND ITS AFFILIATES.
(GGG)
"REAL PROPERTY" MEANS THE LEASED REAL PROPERTY.
(HHH)
"REGULATORY AUTHORITY" MEANS ANY GOVERNMENTAL AUTHORITY THAT HAS
RESPONSIBILITY FOR GRANTING ANY LICENSES OR APPROVALS OR GRANTING PRICING AND/OR