Indebtedness
means with respect to any Person, (a) all obligations
for borrowed money, (b) all obligations evidenced by bonds, debentures, notes or similar instruments, (c) all Indebtedness of others secured by any Lien on owned or acquired property, whether or not the Indebtedness secured thereby has
been assumed, (d) all guarantees (or any other arrangement having the economic effect of a guarantee) of Indebtedness of others, (e) all capital lease obligations and all synthetic lease obligations, (f) all obligations, contingent or
otherwise, of such Person as an account party in respect of financial guaranties, letters of credit, letters of guaranty, surety bonds and other similar instruments, (g) all securitization transactions, (h) all obligations representing the
deferred and unpaid purchase price of property (other than trade payables incurred in the ordinary course of business), and (i) all obligations, contingent or otherwise, in respect of bankers acceptances.
Information Privacy and Security Laws
means any applicable Law issued by a Governmental Entity, all binding guidance issued
by any Governmental Entity thereunder and any applicable self-regulatory guidelines (including PCI DSS) that the Company or a Company Subsidiary is obligated to comply with under any Law or Contract, in each case governing: (a) the privacy,
protection, or security of Protected Information, including as relevant to the collection, storage, processing, transfer, sharing and destruction of Protected Information or (b) online behavioral advertising, tracking technologies, call or
electronic monitoring or recording, or any outbound calling and text messaging, telemarketing and email marketing.
Intellectual
Property
means Technology and Intellectual Property Rights.
Intellectual Property Rights
means all
intellectual property or other proprietary rights, whether statutory, common law or otherwise, in any jurisdiction throughout the world, including all: (a) Patents and Patent Applications, (b) Trademarks, (c) Copyrights, (d) any
other intellectual property rights in Software and any associated documentation, (e) trade secrets and other intellectual property rights in confidential and proprietary information (including rights in inventions, ideas, research and
development information,
know-how,
formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, schematics, specifications, research records, test
information, financial, marketing and business data, customer and supplier lists, algorithms and information, pricing and cost information, business and marketing plans and proposals, and databases and compilations, including any and all data and
collections of data) and (f) rights of attribution and integrity and other moral rights of an author.
Knowledge
or knowledge means, as the case may be, the actual knowledge of (a) any of the individuals identified on
Section
A-1
of the Parent Disclosure Letter, with respect to Parent or
Purchaser, or (b) any of the individuals identified on
Section
A-2
of the Company Disclosure Letter, with respect to the Company.
Law
means any law (including common law), treaty, statute, requirement, code, rule, regulation, order, ordinance, judgment
or decree of any Governmental Entity.
Lien
means any lien, pledge, hypothecation, mortgage, deed of trust, security
interest, conditional or installment sale agreement, encumbrance, covenant, charge, claim, option, right of first refusal, easement, right of way, encroachment, occupancy right, preemptive right, community property interest or restriction of any
nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of any other grant of right or attribute of ownership of any
asset), whether voluntarily incurred or arising by operation of Law.
Multiemployer Plan
means any multiemployer
plan within the meaning of Section 3(37) of ERISA or any plan that has two (2) or more contributing sponsors at least two (2) of whom are not under common control within the meaning of Section 4063 of ERISA.
NASDAQ
means the Nasdaq Stock Market.
Non-Scheduled
Licenses
means: (a) Contracts with customers and potential
customers for the evaluation, sale, license, support or service of Company Products in the ordinary course of business consistent with past
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