Indebtedness
shall mean, with respect to any Person, as of any
particular time, without duplication, the outstanding principal amount of, and accrued interest and any fees, expenses and other payment obligations (including any prepayment premiums, breakage and other amounts), on (i) all obligations of such
Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all capitalized lease obligations of such Person, (iv) all obligations of such Person under installment
sale contracts (other than obligations in the nature of trade payables incurred or accrued in the ordinary course of business consistent with past practice), (v) all net liabilities of such Person under any interest rate swap or other hedging
Contract, and (vi) all guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness, referred to in clauses (i) through (v), of any other Person.
Intellectual Property
shall mean any or all of the following and all worldwide common law and statutory rights in or
arising out of (whether existing now or in the future): (i) United States and foreign patents and utility models and applications therefor and all reissues, divisions,
re-examinations,
renewals,
extensions, provisionals, continuations and
continuations-in-part
thereof (
Patents
), inventions and invention disclosures (whether or not patentable);
(ii) trade secrets and other rights in confidential, proprietary information or
know-how
that derive value from being maintained as confidential (
Trade Secrets
);
(iii) copyrights,
mask works, rights in Works of Authorship of any type, registrations and applications for registration thereof, all rights therein provided by international treaties and conventions (
Copyrights
);
(iv) domain names, uniform
resource locators, other names and locators associated with the Internet, and applications or registrations therefor, (v) industrial designs and any registrations and applications therefor; (vi) trade names, logos, trade dress, common law
trademarks and service marks, trademark and service mark registrations, and other similar designations of source, related goodwill and applications therefor throughout the world (
Trademarks
); and (vii) all rights in databases
and data collections.
IRS
shall mean the United States Internal Revenue Service.
Knowledge
of any Person, with respect to any matter in question, shall mean the actual knowledge, after due inquiry, of any
executive officer of such Person.
Law
shall mean any and all federal or national, state or provincial, local,
municipal, foreign or other law, statute, constitution, principle of common law, ordinance, code, rule, regulation, ruling, directive, treaty, convention or other binding legal requirement issued, enacted, adopted, promulgated, implemented or
otherwise put into effect by or under the authority of any Governmental Authority.
Legal Proceeding
shall mean
any claim, action, suit, lawsuit, litigation, hearing (regulatory, administrative or otherwise), investigation or other legal proceeding brought by or pending before any Governmental Authority or any arbitration proceeding.
Liabilities
shall mean any liability, obligation or commitment of any kind, whether accrued, absolute, contingent, matured,
unmatured, determined, determinable or otherwise.
Lien
shall mean any lien, pledge, hypothecation, charge,
mortgage, security interest, encumbrance, claim, option, right of first refusal, right of first offer, preemptive right, community property interest or restriction or adverse claim of any nature whatsoever (including any easement, reversion
interest, right of way or other encumbrance to title, any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the possession, exercise or transfer of any other attribute of
ownership of any asset), whether voluntarily incurred or arising by operation of law.
Made Available
shall mean, with
respect to any documentation, that prior to 11:59 p.m. (New York City time) on the date that is two (2) calendar days prior to the date of this Agreement, a copy of such material has been (i) posted to and made available to Parent and its
Representatives or the Company and its Representatives, as applicable, in the case of documentation provided by the Company, in the electronic data room maintained by
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