Program Minimum Term definition

Program Minimum Term means, as of any date of determination and with respect to any Lease Vehicle or Instalment Sale Vehicle which is a Program Vehicle, the date determined based on the terms of the related Manufacturer Program, assuming compliance with all of the requirements of such Manufacturer Program, after which either (i) the Manufacturer/Dealer may become obliged to repurchase or guarantee the amount of disposition proceeds realized with respect to such Program Vehicle or (ii) the price at which the related Manufacturer/Dealer is obligated to repurchase such Lease Vehicle or Instalment Sale Vehicle or the amount of disposition proceeds that is guaranteed by such Manufacturer/Dealer in respect of such Lease Vehicle or Instalment Sale Vehicle in either case pursuant to such Manufacturer Program is first reduced by the passage of time.

Program Minimum Term shall have the meaning set forth in Section 12.3. (yy) “Project SOW(s)” shall have the meaning set forth in Section 3.2. (zz) “Reduced Program Minimum Term” shall have the meaning set forth in Section 2.4. (aaa) “Services” shall have the meaning set forth in Section 3.2. Page 4 of 4 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (bbb) “Subsidiary” and “Subsidiaries” shall mean and include any legal entity, whether such entity exists or qualifies as a Subsidiary as of the Effective Date or thereafter, which is (i) directly or indirectly more than fifty percent (50%) owned by the applicable party; or (ii) under the Control (defined below) of the applicable party. For purposes of the foregoing definition, “Control” shall be deemed to exist if the applicable party possesses, directly or indirectly, the power to direct or cause the direction of management or policies of another entity, whether through legal or beneficial ownership of voting securities, through funding arrangements, by contract or otherwise. (ccc) “[***] Fee(s)” shall mean a certain fee set forth in a Project SOW to be conditioned upon Intermolecular satisfying certain [***]for Deliverables, as well as upon [***]of a [***], all as referenced in Section 5.1 of Addendum 1 and Addendum 2. (ddd) “Technology” shall mean all documentation, know-how, data, data bases, formulae, algorithms, software, processes, improvements, inventions, developments, and discoveries (whether or not patentable), techniques, methods, content, technical information, engineering, production and other designs, drawings, schematics, recipes, plans, tooling requirements, and other information, technology, and materials, all of which are identified or identifiable in tangible form (including, without limitation, fixed in any tangible or electronic means of expression). (eee) “Third Party” and “Third Parties” shall mean any entity other than Micron and Intermolecular. (fff) “Third Party License” shall have the meaning set forth in Section 6.13(a). (ggg) “Trademark Rights” shall mean any and all rights associated with trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith, whether registered or unregistered. (hhh) “Unrelated Third Party” and “Unrelated Third Parties” shall mean Third Parties other t...

Program Minimum Term shall have the meaning set forth in Section 12.3. (yy) “Project SOW(s)” shall have the meaning set forth in Section 3.2.

Program Minimum Term means, as of any date of determination and with respect to any Lease Vehicle which is a Program Vehicle, the date determined based on the terms of the related Manufacturer Program, assuming compliance with all of the requirements of such Manufacturer Program, after which either (i) the Manufacturer/Dealer may become obliged to repurchase or guarantee the amount of disposition proceeds realized with respect to such Program Vehicle or (ii) the price at which the related Manufacturer/Dealer is obligated to repurchase such Lease Vehicle or the amount of disposition proceeds that is guaranteed by such Manufacturer/Dealer in respect of such Lease Vehicle in either case pursuant to such Manufacturer Program is first reduced by the passage of time. “Program Support Provider” means a Class A Program Support Provider and/or a Class B Program Support Provider, as applicable. “Program Vehicle” means, as of any date of determination, an Eligible Vehicle that is (i) eligible under, and subject to, a Manufacturer Program as of such date and (ii) not designated as a Non-Program Vehicle pursuant to a Master Lease as of such date. “Program Vehicle Depreciation Assumption True-Up Amount” means, as of any date of determination, with respect to: