Seller Parent Fundamental Warranties means the warranties set forth in
Section 2.01(a) (Organization and Good Standing), Section 2.02 (Authority; Execution and Delivery; Enforceability), Section 2.03 (Acquired Equity Interests; Capitalization),
Section 2.05 (Sufficiency of Assets), Section 2.11(a) and (c) (Absence of Certain Changes) Section 2.16(a) to Section 2.16(o)
(Intellectual Property), Section 2.22 (Brokers) and Section 2.26 (Related Party Transactions).
Seller Parent Tax Warranties means the warranties set forth in Section 2.13 (Taxes).
Significant Contracts means Contracts, including Commingled Contracts, (a) to which any CMO or a supplier (including
for logistics, IPI and packaging) is a party or (b) concerning provision of services (including logistics), APIs or Transferred IP Licenses.
Similar Product means any products which are hybrid or functionally equivalent or with a similar formulation or intended
for the same purpose to the Products, but not including any Rx Product or Gx Generic Versions.
Software means all
computer programs, operating programs, applications, systems, files, user interfaces, application programming interfaces, diagnostics, firmware or computer software code of any nature (including assemblers, applets, source code, object code,
development tools and kits, templates, menus, analytics and tracking tools, compilers, libraries, version control systems, operating systems, design tools, embedded systems, dashboards, portals, user interfaces, databases and data), including all
software implementations of algorithms, models and methodologies for any of the foregoing, in any form or format, however fixed, and all associated documentation of the foregoing and any derivations, updates, enhancements and customization of any of
the foregoing, processes, operating procedures, methods, technical manuals, user manuals, training materials, and other documentation thereof, whether in machine-readable form, programming language or any other language or symbols and whether
stored, encoded, recorded or written on disk, tape, film, memory device, paper or other media of any nature.
Spring
Territory means the territories set forth on Section 5.09(b)(iii) of the Seller Parent Disclosure Letter.
Straddle Period means any taxable period that includes, but does not end on, the Closing Date. For purposes of this
Agreement, the portion of any Tax with respect to a Straddle Period that is allocable to the portion of the Straddle Period ending on the Closing Date will be: (i) in the case of all real property Taxes, personal property Taxes and similar ad
valorem Taxes, deemed to be the amount of such Taxes for the entire Straddle Period, multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing
Tax Period, and the denominator of which is the number of calendar days in the Straddle Period and (ii) in the case of all other Taxes, determined as though the taxable year terminated at the end of the Closing Date.
Subsidiary of any Person means another Person whose voting securities or other voting equity interests are owned directly
or indirectly by such first Person in an amount that is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting equity interests, another Person for whom a majority of its equity
interests are owned directly or indirectly by such first Person) (including, in the case of Seller Parent prior to the Closing and the Buyer Parties following the Closing, the Acquired Companies).
Tax means (a) any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll,
social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, alternative minimum, estimated or other tax
(including any excess, fee, assessment, contribution, duty or other charge in the nature of or in lieu of any tax), imposed by any Governmental Entity or political subdivision thereof, in each case, in the nature of a tax, and (b) any interest,
penalty, additions to tax or additional amounts in respect of the foregoing.
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