Terms Used In Indiana Code > Title 23 > Article 2 - Securities and Franchises

• Advertisement: means any published communication which offers any franchise for sale. See Indiana Code 23-2-2.5-1
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Affiliate: means any person who, directly or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, the person to whom affiliation is attributed. See Indiana Code 23-2-2.5-1
• Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Application fee: means the fee charged an individual, in addition to the entrance fee or any other fee, to cover the provider's reasonable costs in processing the individual's application to become a resident. See Indiana Code 23-2-4-1
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attorney: includes a counselor or other person authorized to appear and represent a party in an action or special proceeding. See Indiana Code 1-1-4-5
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• board of trade: refers to a person or group of persons engaged in:

  Indiana Code 23-2-6-1

• Clerk: means the clerk of the court or a person authorized to perform the clerk's duties. See Indiana Code 1-1-4-5
• Commissioner: means the Indiana securities commissioner under IC 23-19-6-1(a). See Indiana Code 23-2-2.5-1
• Commissioner: means the securities commissioner as defined in IC 23-19-1-2(4). See Indiana Code 23-2-3.1-1
• Commissioner: means the securities commissioner as provided in IC 23-19-6-1(a). See Indiana Code 23-2-4-1
• commissioner: refers to the securities commissioner appointed under IC 23-19-6-1(a). See Indiana Code 23-2-6-2
• commodity: means , except as otherwise specified by a rule, regulation, or order of the commissioner, any of the following:

  Indiana Code 23-2-6-4

• commodity broker-dealer: means a person engaged in the business of executing transactions in commodity contracts or commodity options for:

  Indiana Code 23-2-6-5

• commodity contract: means an account, an agreement, or a contract that:

  Indiana Code 23-2-6-6

• Commodity Exchange Act: means the act of the United States Congress known as the Commodity Exchange Act (7 U. See Indiana Code 23-2-6-7
• Commodity Futures Trading Commission: means the independent regulatory agency established to administer the Commodity Exchange Act. See Indiana Code 23-2-6-8
• commodity merchant: means any of the following (as defined or described in the Commodity Exchange Act or in a CFTC rule):

  Indiana Code 23-2-6-9

• commodity option: means an account, an agreement, or a contract giving a party to the account, agreement, or contract the right but not the obligation to purchase or sell:

  Indiana Code 23-2-6-10

• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Continuing care agreement: means the following:

  Indiana Code 23-2-4-1

• Continuing care retirement community: includes both of the following:

  Indiana Code 23-2-4-1

• Contract: A legal written agreement that becomes binding when signed.
• Contracting party: means a person or persons who enter into a continuing care agreement with a provider. See Indiana Code 23-2-4-1
• Control: means possession, direct or indirect, of the power to direct or to cause the direction of the management and policies of a person, through the ownership of voting securities, by contract other than a commercial contract for goods or nonmanagement services, or otherwise, unless that power is the result of an official position or corporate office. See Indiana Code 23-2-3.1-1
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• deceit: includes any misrepresentation in any manner of a material fact, any promise or representation or prediction as to the future not made honestly or in good faith, or the failure or omission to state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading. See Indiana Code 23-2-2.5-1
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Designated family member: means any person named in a franchise agreement by a service station franchisee as the person entitled to fulfill the terms of the agreement on behalf of the franchisee if the franchisee dies before the term of the franchise has ended. See Indiana Code 23-2-2.5-1
• Disclosure statement: means the document provided for in section 13 of this chapter and all amendments to such document. See Indiana Code 23-2-2.5-1
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• Embezzlement: In most states, embezzlement is defined as theft/larceny of assets (money or property) by a person in a position of trust or responsibility over those assets. Embezzlement typically occurs in the employment and corporate settings. ^{Source: OCC}
• Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
• Entrance fee: means the sum of money or other property paid or transferred, or promised to be paid or transferred, to a provider in consideration for one (1) or more individuals becoming a resident of a continuing care retirement community under a continuing care agreement. See Indiana Code 23-2-4-1
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Equity security: means :

  Indiana Code 23-2-3.1-1

• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Ex officio: Literally, by virtue of one's office.
• Executor: A male person named in a will to carry out the decedent
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• financial institution: means a bank, savings institution, or trust company that is organized or supervised under the laws of the United States or of any state. See Indiana Code 23-2-6-12
• Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
• Franchise: includes a contract whereby the franchisee is granted the right to sell franchises on behalf of the franchisor. See Indiana Code 23-2-2.5-1
• Franchise fee: means any fee that a franchisee is required to pay directly or indirectly for the right to conduct a business to sell, resell, or distribute goods, services, or franchises under a contract agreement, including, but not limited to, any such payment for goods or services. See Indiana Code 23-2-2.5-1
• Franchisee: means a person to whom a franchise is granted. See Indiana Code 23-2-2.5-1
• Franchisor: means a person who grants a franchise. See Indiana Code 23-2-2.5-1
• Fraud: Intentional deception resulting in injury to another.
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• in writing: include printing, lithographing, or other mode of representing words and letters. See Indiana Code 1-1-4-5
• Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Judgment: means all final orders, decrees, and determinations in an action and all orders upon which executions may issue. See Indiana Code 1-1-4-5
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• Living unit: means a room, apartment, cottage, or other area within a continuing care retirement community set aside for the use of one (1) or more identified residents. See Indiana Code 23-2-4-1
• Long term financing: means financing for a period in excess of one (1) year. See Indiana Code 23-2-4-1
• Month: means a calendar month, unless otherwise expressed. See Indiana Code 1-1-4-5
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Mortgage loan: A loan made by a lender to a borrower for the financing of real property. ^{Source: OCC}
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• offer: means an offer to sell, offer to purchase, or offer to enter into a commodity contract or commodity option. See Indiana Code 23-2-6-13
• Offeree: means a record or beneficial owner of equity securities of the class which an offeror acquires or offers to acquire in connection with a takeover offer. See Indiana Code 23-2-3.1-1
• Offeror: means a person who makes or in any way participates in making a takeover offer. See Indiana Code 23-2-3.1-1
• Omission of a material fact: means the failure to state a material fact required to be stated in any disclosure statement or registration in order to make the disclosure statement or registration, in light of the circumstances under which they were made, not misleading. See Indiana Code 23-2-4-1
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: means an individual, corporation, limited liability company, association, partnership, trust, or other entity. See Indiana Code 23-2-3.1-1
• Person: means an individual, a corporation, a partnership, an association, a limited liability company, or other legal entity. See Indiana Code 23-2-4-1
• person: means an individual, a corporation, a partnership, a limited liability company, an association, a joint-stock company, a trust where the interests of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government. See Indiana Code 23-2-6-14
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• precious metal: means the following in coin, bullion, or other form:

  Indiana Code 23-2-6-15

• Probate: Proving a will
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• Provider: means a person that agrees to provide care under a continuing care agreement. See Indiana Code 23-2-4-1
• Publish: means to issue or circulate by newspaper, mail, radio, or television, or otherwise disseminate to the public. See Indiana Code 23-2-2.5-1
• real property: include lands, tenements, and hereditaments. See Indiana Code 1-1-4-5
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Refurbishment fee: means the fee charged an individual, in addition to the entrance fee or any other fee, to cover the provider's reasonable costs in refurbishing a previously occupied living unit specifically designated for occupancy by that individual. See Indiana Code 23-2-4-1
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Resident: means an individual who is entitled to receive benefits under a continuing care agreement. See Indiana Code 23-2-4-1
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• sale: means any:

  Indiana Code 23-2-6-16

• sell: includes every contract or agreement of sale of, contract to sell, or disposition of, a franchise or interest in a franchise for value. See Indiana Code 23-2-2.5-1
• Service of process: The service of writs or summonses to the appropriate party.
• Service station franchisee: means a person who is granted by an oil company, refiner, jobber, or other franchisor a supply franchise agreement or a lease franchise agreement, or both, to sell gasoline at retail by a metered pump in Indiana. See Indiana Code 23-2-2.5-1
• small business: has the meaning set forth in IC 5-28-2-6. See Indiana Code 4-22-2.1-4
• small business ombudsman: refers to the small business ombudsman designated under IC 5-28-17-6. See Indiana Code 4-22-2.1-4.5
• Solicit: means any action of a provider in seeking to have an individual residing in Indiana pay an application fee and enter into a continuing care agreement, including:

  Indiana Code 23-2-4-1

• State: includes a territory or possession of the United States, the District of Columbia, and Puerto Rico. See Indiana Code 23-2-2.5-1
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• Substantially equivalent terms: means terms under which the fair market value of the consideration offered any offeree of a class of equity securities of the target company (determined on a per share or a per unit basis) are equal to the highest consideration offered in connection with a takeover offer to any other offeree of that class (determined on a per share or per unit basis). See Indiana Code 23-2-3.1-1
• Takeover offer: means an offer to acquire or an acquisition of any equity security of a target company, pursuant to a tender offer or request or invitation for tenders, if, after the acquisition, the offeror is directly or indirectly a record or beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company. See Indiana Code 23-2-3.1-1
• Target company: means an issuer of securities which is organized under the laws of this state, has its principal place of business in this state, and has substantial assets in this state. See Indiana Code 23-2-3.1-1
• Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
• Termination: refers to the cancellation of a continuing care agreement under this chapter. See Indiana Code 23-2-4-1
• Testify: Answer questions in court.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• United States: includes the District of Columbia and the commonwealths, possessions, states in free association with the United States, and the territories. See Indiana Code 1-1-4-5
• Writ: A formal written command, issued from the court, requiring the performance of a specific act.
• written: includes printed, lithographed, or produced by any other means of graphic communication. See Indiana Code 23-2-2.5-1