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,
9
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' 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
REIMBURSEMENT APPROVALS NECESSARY FOR THE MARKETING AND SALE OF MEDICAL DEVICES
OR DIAGNOSTIC PRODUCTS, INCLUDING WITHOUT LIMITATION, THE FDA, THE EUROPEAN
MEDICINES AGENCY AND THE UNITED STATES DEPARTMENT OF HEALTH AND HUMAN SERVICES.
(III)
"RELEASE" MEANS ANY SPILLING, LEAKING, PUMPING, POURING,
EMITTING, EMPTYING, DISCHARGING, INJECTING, ESCAPING, LEACHING, DUMPING,
DEPOSITING, DISPOSING OR OTHER RELEASE INTO THE ENVIRONMENT (INCLUDING THE
ABANDONMENT OR DISCARDING OF BARRELS, DRUMS, CONTAINERS OR OTHER CLOSED
RECEPTACLES), INCLUDING ANY DISPERSAL, MIGRATION OR OTHER MOVEMENT OF ANY
SUBSTANCE THROUGH OR IN AIR, SOIL, SURFACE WATER, GROUNDWATER OR PROPERTY.
(JJJ)
"REPRESENTATIVES" MEANS WITH RESPECT TO ANY PERSON, SUCH PERSON'S
EMPLOYEES, DIRECTORS, OFFICERS, AFFILIATES AND AUTHORIZED AGENTS.
(KKK)
"SCHEDULE" MEANS ANY OF THE DISCLOSURE SCHEDULES DELIVERED TO AMI
HEREWITH AND