Indebtedness means, with respect to any Person, without duplication, all
(a) obligations of such Person for borrowed money, (b) obligations of such Person evidenced by notes, debentures, bonds or similar instruments, (c) obligations of such Person under leases required to be treated as capitalized leases
in accordance with GAAP, (d) obligations for the reimbursement of any obligor on any letter of credit, bankers acceptance or similar credit transaction to the extent such letters of credit, bankers acceptances or similar credit
transactions have been drawn upon, (e) net obligations of such Person in respect of interest rate, currency and other swaps, hedges or similar arrangements, (f) guarantees and arrangements having the economic effect of a guarantee of such
Person of any of the foregoing types of payment obligations on behalf of any other Person, (g) all obligations issued, undertaken or assumed as the deferred purchase price for any property or assets, (h) all outstanding prepayment premium
obligations of such Person, if any, and accrued interest, fees and expenses related to any of the items set forth in clauses (a) through (g); provided that, for clarification, Indebtedness shall not include trade debt or
trade payables. Notwithstanding the foregoing, Indebtedness does not include any intercompany obligations between or among the Acquired Companies which are wholly-owned.
Intellectual Property Assets means any and all of the following, as they exist throughout the world: (a) patents and
patent applications of any kind, inventions, discoveries and invention disclosures (whether or not patented), any and all improvements thereof, and all related continuations,
continuations-in-part, divisionals, reissues, reexaminations, substitutions and extensions thereof (collectively, Patents); (b) rights in registered
and unregistered trademarks, service marks, trade names, logos and corporate names, Internet domain names, social media handles, design rights and other source identifiers, registrations and applications for registration of any of the foregoing and
together with the goodwill symbolized by any of the foregoing (collectively, Marks); (c) copyrights in both published and unpublished works, works of authorship, copyrightable works and all copyright registrations and applications
and registered and unregistered copyrights (collectively, Copyrights); (d) confidential and proprietary information, including trade secrets, customer and supplier lists, pricing, cost information, business and marketing plans and
proposals, knowhow, algorithms, methodologies, compilations, programs, methods, strategies, techniques and processes, in each case that derives independent economic value, actual or potential, from not being generally known or readily ascertainable
by others who can obtain economic value from its disclosure or use; (e) all rights in the foregoing; (f) all applications and registrations for the foregoing; and (g) any and all other intellectual property rights under applicable
Law.
IRS means the Internal Revenue Service.
Knowledge of the Company, or to the Companys Knowledge, whether or not capitalized, or any similar
expression used with respect to the Company, means the actual knowledge of the individuals set forth in Part 1.1(a) of the Company Disclosure Schedule, after reasonable inquiry.
Law shall mean any federal, state, local or foreign statute, law, regulation, requirement, interpretation, Permit, license,
approval, authorization, decision, directive, decree, rule, ruling, Order, ordinance, code, policy or rule of common law of any Governmental Entity, including any judicial or administrative interpretation thereof.
Legal Proceeding means any claim, demand, action, suit, litigation, proceeding, arbitration, mediation or other
investigation, audit, citation or violation (in each case, whether civil or criminal) brought, conducted, tried or heard by or before, or otherwise involving, any Person (including any Governmental Entity).
Liability or Liabilities means any and all debts, liabilities and obligations of any nature whatsoever,
whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, those arising under any Contract or undertaking and those arising as a result of any act or omission.
Lien means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance,
right of first refusal, preemptive right, community property right or other similar adverse restriction in respect of such property or asset.
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