Definitions. “Company Entity” means the Company and any of its affiliates or subsidiaries for which Executive provides services or about which Executive receives Proprietary Information. “Customer” means a person or entity doing business with a Company Entity and with whom/which Executive has had business-related contact on behalf of a Company Entity or about whom/which Executive obtains Proprietary Information through her employment with the Company. A “Competing Business” is a person or entity that is in the business of auctioning, processing, buying, or selling used or salvage vehicles, or otherwise provides products or services that would displace any products or services of a Company Entity. “Disparage” means any negative statement, whether written or oral, about any Company Entity or any Company Entity directors, officers, employees, products or services.

entity, whether such entity conducts a business which is competitive with the business of Employer

on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

“Affiliated Entity” means any entity controlled by, controlling or under common control with the Company.

Restriction on Interfering with Employee Relationships. During the Employment Term and for eighteen (18) complete calendar months thereafter, Executive will not, either directly or indirectly, # solicit, induce, or encourage any employee of a Company Entity to leave the Company Entity, or # help another person or entity to hire away an employee of a Company Entity, unless otherwise expressly authorized in writing to do so by an authorized officer of the Company Entity.

any business entity which controls, is controlled by, or is under common control with Assignee; and for this purpose, a business entity shall be deemed to “control” another business entity, if it owns, directly or indirectly, more than 50% of the outstanding voting securities, capital stock, or other comparable equity or ownership interest of such business entity having the power to vote on or direct the affairs of such business entity; or

“Legacy Know-How” means # all Know-How Controlled by Legacy at any time during the Term that is necessary or useful to make, have made, use, sell, offer for sale, or import any CDC, VDC, Derivative of either of the foregoing, or any product incorporating a CDC, VDC, or Derivative incorporating either of the foregoing and # VDC Data. Legacy Know-How shall include, but is not limited to, CDC Data and Ag Partner Know-How. Notwithstanding anything to the contrary, Legacy Know-How shall not include any Know-How that is owned, licensed, or otherwise controlled by any Legacy Acquiring Entity or Legacy Acquired Entity prior to the date of the transaction by which such Legacy Acquiring Entity or Legacy Acquired Entity, respectively, first became a Legacy Acquiring Entity or Legacy Acquired Entity, respectively, except to the extent that such Know-How was already included within the Legacy Know-How prior to the date of the transaction by which such Legacy Acquiring Entity or Legacy Acquired Entity, respectively, first became a Legacy Acquiring Entity or Legacy Acquired Entity, respectively.

SECTION # Corporate Governance. (a) Maintain entity records and books of account separate from those of any other entity which is an Affiliate of such entity, # not commingle its funds or assets with those of any other entity which is an Affiliate of such entity (except pursuant to cash management systems reasonably acceptable to the Administrative Agent) and # provide that its board of directors (or equivalent governing body) will hold all appropriate meetings to authorize and approve such entity’s actions, which meetings will be separate from those of any other entity which is an Affiliate of such entity. For the purposes of this Section 8.18, “Affiliate” shall not include the Borrower or any Subsidiary thereof.

Any individual executing this Agreement on behalf of an entity has authority to act on behalf of such entity and has been duly and properly authorized to sign this Agreement on behalf of such entity.

all obligations of such Person to pay the deferred purchase price of property or services to the extent constituting indebtedness pursuant to GAAP (other than trade accounts payable in the ordinary course of business) and all obligations under any repurchase, take-out commitments or forward equity commitments (other than, with respect to the calculation of the Indebtedness of the [[Consolidated Parties:Organization]], any Consolidated Entity or any Unconsolidated Entity, commitments to a Consolidated Entity, an Unconsolidated Entity or an Investment Entity);