Incredimail 2013 Annual Report Download - page 174

EXECUTION VERSION
1.7 “Brand Features”
means trade names, trademarks, service marks, logos, domain names, trade dress and other distinctive brand
features, including any goodwill represented thereby.
1.8 “Business Day” means any day other than a Saturday or Sunday or any day on which the Federal Reserve Bank of New York
is closed.
1.9 “Change of Control Transaction” means, with respect to a Party, (i) a sale of all or substantially all of such Party’s assets,
other than to a Financial Investor, (ii) a transfer of Control of such Party to a third party that is not an Affiliate of any shareholder of such Party,
other than to a Financial Investor, or (iii) a merger, consolidation, share exchange, recapitalization, restructuring or business combination
involving such Party, as a result of which Control of the surviving entity is held by a third party that is not an Affiliate of any shareholder of such
Party, other than by a Financial Investor.
1.10 “Commencement Date” means the earlier of (a) January 1, 2011 and (b) the date that Microsoft begins providing the
Services to Conduit.
1.11 “Conduit” has the meaning given in the preamble of this Agreement.
1.12 “Conduit Brand Features” means the Brand Features of Conduit, its Affiliates and the Conduit Publishers.
1.13 “Conduit Engine” means Conduit software that powers Conduit applications, such as Conduit’s toolbar.
1.14 “Conduit Indemnified Party” means Conduit, any Affiliate of Conduit, any successor to all of Conduit’s rights and
obligations under this Agreement permitted under Section 16.4, and any employee, officer, director, representative or agent of any of the
foregoing in his, her or its capacity as such.
1.15 “Conduit Publisher” means a third party with whom Conduit has contracted to provide Algorithmic Search Services or Paid
Search Services on or in connection with Conduit’s or such third party’s Web sites, applications, software and other digital properties.
1.16 “Confidential Information” has the meaning given in Section 6.1.
1.17 “Control” means, with respect to an entity, the beneficial ownership, directly or indirectly through or with one or more
intermediaries, of equity securities or other ownership interests representing more than 50% of the voting power of such entity and the right to
appoint more than 50% of the directors of such entity.
1.18 “Covered Amounts” means any damages, penalties, fines, fees, costs and expenses (including reasonable attorneys’ fees and
costs) incurred directly and reasonably necessarily in connection with any Third Party Claim or agreed to by the Indemnifying Party in
settlement of any Third Party Claim, but excluding internally allocated costs incurred by an Indemnified Party in providing cooperation to an
Indemnifying Party or in participating in the defense of a Third Party Claim (provided that the Indemnifying Party has assumed the defense of
such Third Party Claim).
1.19 “Destination Page” means the Web page that is displayed when an End User clicks on a Result.
1.20 “Disclosing Party” has the meaning given in Section 6.1.
CONFIDENTIAL
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