“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“Entity” means an individual, partnership, corporation, association, limited liability company, joint stock company, trust, joint venture, unincorporated organization or any other entity.

Affiliate means a legal entity which Controls, or is Controlled by, or which is Controlled by an entity which Controls, a Party.

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

Both the Indemnifying Entity and the Indemnified Entity shall cooperate fully with one another in connection with any defense and litigation and any potential settlement or compromise of any Action or Proceeding or Indemnifiable Claim, including, without limitation, by making available on request by the other all relevant information, documents, records and witnesses within its possession, authority or control. No Indemnified Entity shall settle any Action or Proceeding or Indemnifiable Claim without the written consent of the Indemnifying Entity, unless in such settlement the Indemnifying Entity is fully released and dismissed from the Action or Proceeding or Indemnifiable Claim and the related causes of action without any liability on the part of the Indemnifying Entity and with prejudice against the Action or Proceeding or Indemnifiable Claim again being brought, made or commenced against the Indemnifying Entity. No Indemnifying Entity shall settle any Action or Proceeding or Indemnifiable Claim without the written consent of the Indemnified Entity, unless in such settlement the Indemnified Entity is fully released and dismissed from the Action or Proceeding or Indemnifiable Claim and the related causes of action without any liability on the part of the Indemnified Entity and with prejudice against the Action or Proceeding or Indemnifiable Claim again being brought, made or commenced against the Indemnified Entity. The indemnification obligations in this Article 9 are in addition to, not in derogation or diminution of, any statutory, equitable, legal, common law or other remedies that any Person may have in connection with the Merger, this Agreement or the transactions and matters provided for herein.

“Controlled” or “Controls”, when used in reference to patent or other intellectual property rights or Technology, means the legal authority or right of a person or entity to grant a license or sublicense of intellectual property rights to another person or entity, or to otherwise disclose or provide Technology to such other person or entity, without breaching the terms of any agreement with a different person or entity.

be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

“Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

“Person” means any natural person or legal entity, including any corporation, partnership, limited liability company, statutory or common law trust, or governmental entity or unit.

an entity or an Affiliate of an entity that administers, advises or manages such Lender. “Assignees” has the meaning set forth in Section 10.07(b).