any Group Company
participates regardless of whether such Group Company is an in-network or
out-of-network provider/supplier.
"Transition Services Agreement" means the Transition Services Agreement, by and
among the Company and the Sellers, substantially in the form attached hereto as
Exhibit F, with such revisions and additions to the services therein as may be
discussed and mutually agreed by the Parties in good faith following the date
hereof.
"Treasury Regulations" means the Income Tax Regulations promulgated under the
Code.
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Additionally, each of the following terms is defined in the Section set forth
opposite such term:
Term
Section
280G Payments
5.16
280G Waived Benefits
5.16
401(k) Plan
5.12(a)
Accounting Firm
1.5(c)
Advent Investors
5.15(a)
Advent Portfolio Companies
5.15(a)
Agreement
Preamble
Antitrust Division
5.2(b)
Base Purchase Price
1.2(a)
Buyer A
Preamble
Buyer B
Preamble
Buyers
Preamble
Buyer Losses
9.1
Buyer Plans
5.12(c)
CIA
5.14(a)
Closing
7.1
Closing Cash
1.5(a)
Closing Company Transaction Expenses
1.5(a)
Closing Date
7.1
Closing Date Financial Certificate
1.3(a)
Closing Date Indebtedness Statement
1.3(b)
Closing Indebtedness
1.5(a)
Closing Net Working Capital
1.5(a)
Company
Preamble
Company Intellectual Property
2.10(b)
Company Released Parties
5.8(a)
Company Releasing Parties
5.8(b)
Confidential Information
5.13
Continuing Employee
5.12(b)
D&O Indemnifiable Claim
5.7(d)
Deductible
9.5(a)
Disputed Item
1.5(b)
Estimated Closing Cash
1.3(a)
Estimated Closing Indebtedness
1.3(b)
Estimated Closing Company Transaction Expenses
1.3(a)
Estimated Closing Net Working Capital
1.3(a)
Existing Condition
5.5(b)
Financial Statements
2.6
FTC
5.2(b)
Guarantor
Preamble
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Indemnified D&O Persons
5.7(a)
Indemnifying Party
9.3(a)
Interests
Recitals
Interim Balance Sheet
2.6
Interim Financial Statements
2.6
IRS
2.16(a)
Key Employees
Recitals
Labor Laws
2.17(e)
Lease
2.9(c)
Leased Real Property
2.9(b)
Mediq
Preamble
Mediq International
Preamble
Non-Recourse Party
10.16
Notice of Disagreement
1.5(b)
OIG Consent
5.14(b)
Parties
Preamble
Party
Preamble
Preliminary Closing Statement
1.5(a)
Privacy Laws
2.22(h)
Privacy Restrictions
2.22(h)
Purchase Price
1.2
Released Parties
5.8(b)
Releasing Parties
5.8(b)
Retention Agreements
Recitals
Seller Released Parties
5.8(b)
Seller Releasing Parties
5.8(a)
Sellers
Preamble
Straddle Period
5.6(b)
Supplement
5.5(a)
Tail Premium
5.7(b)
Tax Claim
5.6(c)
Terminating Buyer Breach
8.1(c)
Terminating Company Breach
8.1(b)
Third Party Claim
9.3(a)
Working Capital Rules
1.3(a)
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