corporate names, Internet domain names, social media identifications, logos, slogans, trade dress, design rights, and other similar designations of source or origin, (together with goodwill
associated with any of the foregoing), (ii) inventions (whether or not patentable), patents, patent applications and all related continuations, continuations-in-part, divisionals, reissues,
re-examinations,
substitutions, and extensions of them, (iii) registered and unregistered copyrights and protected or protectable rights associated with works of authorship, (iv) proprietary and
confidential information, including databases, data collections, trade secrets, algorithms, formulae, processes, techniques, technical data, and know-how, (v) software, systems, networks, and social media accounts (including log-in credentials
and administrator rights), (vi) industrial design rights, and (vii) all rights, registrations, and applications for and physical embodiment(s) or media associated with any of the foregoing.
Intended Purchase Tax Treatment
has the meaning set forth in
Section 8.14(a)
.
Intended Spin-Off Tax Treatment
has the meaning set forth in
Section 8.07(c)
.
Intercompany Transaction
means any transaction of any kind (including capitalizing or otherwise settling balances of accounts
receivable and accounts payable, paying off Indebtedness and making contributions or distributions) by and among the Company and its Subsidiaries (or, to the extent they are not Subsidiaries, joint ventures in which the Company or any of its
Subsidiaries owns not less than 50.1%), undertaken in the ordinary course of business.
IRS
means the Internal Revenue Service.
knowledge of the Company
,
to the Companys knowledge
or other similar phrases means the actual knowledge
of those individuals set forth on
Schedule 10.01(c)
.
knowledge of the Purchaser
,
to the Purchasers
knowledge
or other similar phrases means the actual knowledge of those individuals set forth on
Schedule 10.01(d)
.
Law
means any law, statute, constitution, ordinance, rule, regulation, treaty, regulation, decree, or other Order of any Governmental
Entity, including common law and any Automotive Law.
Liens
means liens, mortgages, pledges, hypothecations, security agreements,
easements, restrictions on transfer, security interests, charges or encumbrances of any kind or nature.
Like-Kind Exchange
has
the meaning set forth in
Section 8.13(c)
.
Losses
means any and all actual losses, costs, fees (including reasonable
fees and expenses of counsel) settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges;
provided
, that Losses shall not include (i) punitive, exemplary, incidental, special, consequential
or indirect damages or (ii) the loss of anticipated or future business or profits, income or revenue, loss of reputation, opportunity cost damages or diminution in value (and, in particular, no multiple of profits or multiple
of cash flow or similar valuation methodology shall be used in calculating the amount of any Losses).
Marketing Period
means a fifteen (15) consecutive Business Day period (
provided
, that (1) if such fifteen (15) consecutive Business Day period has not ended on or prior to August 17, 2018, then the Marketing Period shall commence no
earlier than September 4, 2018, (2) if such fifteen (15) consecutive Business Day period has not ended on or prior to December 14, 2018 then the Marketing Period shall commence no earlier than January 2, 2019, and
(3) such fifteen (15) consecutive Business Day period shall not be required to be consecutive to the extent it would include July 5, 2018, July 6, 2018 and November 23, 2018 (which date set forth in this clause
(iii) shall
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