Initial Surviving Company
has the meaning set forth in
Section
2.01
.
Intellectual Property
means all of the following in any jurisdiction throughout the world:
(a) trademarks, service marks, corporate names, trade names, slogans, logos, trade dress, design rights, Internet domain names, IP addresses, Internet and mobile account names (including social media names, tags, and
handles) and other source indicators; (b) inventions and discoveries (whether or not patentable or reduced to practice), patents, patent applications and all related reissues, reexaminations, divisions, renewals, extensions,
provisionals, continuations and continuations in part; (c) copyrights and copyrightable works, Internet websites, database rights, computer software (including Company Software), moral rights and rights of attribution and integrity in both
published works and unpublished works; (d) registrations and applications for any of the foregoing; (e) trade secrets and confidential information, including such rights in inventions (whether or not reduced to practice),
know-how,
customer and supplier lists, operations manuals, technical information, proprietary information, technologies, processes and formulae, databases and data, whether tangible or intangible, and whether
stored, compiled or memorialized physically, electronically, photographically or otherwise (collectively, the
Secret Information
); (f) rights of privacy and publicity; (g) any goodwill associated with each of the foregoing;
and (h) all causes of action (resulting from past and future infringement thereof), damages, and remedies relating to any and all of the foregoing.
Interim Period
has the meaning set forth in
Section
7.01
.
Intervening Event
has the meaning set forth in
Section
7.14(b)(i)
.
IRS
has the meaning set forth in
Section
5.16(e)
.
IT Assets
means software (including Company Software), websites, databases, systems, servers, computers, hardware, firmware, middleware,
networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation.
Knowledge
when used to qualify any representation or warranty, the Knowledge of the Company means the knowledge after due
inquiry of any of Robert B. Kay, Tim Simmone, Terry Reilly, Bruce Pollack, Michael Schnabel and David Camp. The knowledge or Knowledge of Buyer means the knowledge after due inquiry of Ronald Shiftan, Jeffrey Siegel, Daniel
Siegel, Laurence Winoker, Clifford Siegel and Sara Shindel.
Law
means any federal, state, local, municipal or foreign order, judgment,
decree, constitution, law (including common law), ordinance, rule, regulation, statute or treaty, as well as any legally binding policy, guidance, interpretation, manual or binding communication of any Governmental Authority.
Lease
has the meaning set forth in
Section
5.09(a)
.
Leased Real Property
has the meaning set forth in
Section
5.09(a)
.
Letter Agreement
has the meaning set forth in
Section
3.03(a)(ix)
.
Licensed Intellectual Property
means all Intellectual Property owned by a Person (other than a Group Company) that is used or held for use
by the Company.
Lien
means any lien, license, charge, mortgage, pledge, security interest or other encumbrance of any kind.
Marketing Period
means the period of 15 consecutive Business Days from the date of delivery to Buyer of the Required Financial Information,
which period shall not commence prior to January 3, 2018 and the dates January 15, 2018, February 19, 2018, March 30, 2018 and May 28, 2018 shall not constitute Business Days for purposes of determining whether such period
has been completed.
Material Adverse Effect
means any change, development or occurrence that individually or in the aggregate,
(x) has or would reasonably be expected to have a material adverse effect on the business, assets, liabilities,