know-how, and proprietary information; and (g) computer software, computer programs, applications (including apps, applets and mobile apps) and
databases and data collections in any form, including source code, object code, firmware, operating systems and specifications, algorithms, data, database management code, utilities, graphical user interfaces, menus, images, icons, forms, methods of
processing, software engines, platforms, development tools, libraries and library functions, compilers, and data formats, all versions, updates, corrections, enhancements and modifications thereof, and all related documentation (including manuals,
user guides, flow charts, comments, and training materials), developer notes, comments and annotations (Software).
Intercompany Agreements means the Contracts between or among Seller or one of its Subsidiaries (excluding Purchased
Entities), on the one hand, and any Purchased Entities, on the other hand, in respect of the Business, any Purchased Assets, any Purchased Shares or any Assumed Liabilities, or which involve any Purchased Entity (unless amended to exclude such
Purchased Entity prior to the Closing without any further Liability or obligation of such Purchased Entity) or which would constitute a Purchased Asset or which provides for any Liabilities which would constitute Assumed Liabilities, that are
effective as of immediately prior to the Effective Time.
Internet Properties has the meaning set forth in the
definition of Intellectual Property Rights in this Section 1.1.
Investment
Agreement means that certain Investment Agreement in the form attached hereto as Exhibit E to be entered into by Seller and Buyer in connection with the Closing.
IPMA means that certain Intellectual Property Matters Agreement in the form attached hereto as
Exhibit C to be entered into by Seller and Buyer in connection with the Closing.
IRS
means the United States Internal Revenue Service.
knowledge of a Party means, with respect to Seller, the
actual or constructive knowledge of the Persons listed on Schedule 1.1(a)(iii)(A) of the Disclosure Letter after due internal inquiry of their direct reports, and with respect to Buyer, the actual or constructive knowledge of the Persons
listed on Schedule 1.1(a)(iii)(B) of the Disclosure Letter after due internal inquiry of their direct reports.
Law means any law, treaty, statute, ordinance, rule, constitution, administrative interpretation, code or regulation
of a Governmental Authority or Order.
Liabilities means any Indebtedness, liability or other obligation
(whether pecuniary or not, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).
Liens means any mortgage, easement, lease, sublease, right of way, trust or title retention agreement, pledge, lien,
charge, security interest, option, right of first refusal, covenant not to sue or any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. For the avoidance of doubt, a non-exclusive license of Intellectual Property Rights shall not be deemed to constitute a Lien.
Losses means any and all losses, damages, liabilities, deficiencies, Proceedings, settlements, judgments, awards,
penalties, fines, costs or expenses of whatever kind (including reasonable legal, expert and consultant fees and expenses and the reasonable out-of-pocket cost of
investigating and enforcing any finally determined right to indemnification hereunder); provided, however, that Losses shall not include exemplary or punitive damages, except to the extent actually awarded to a third party
(including a Governmental Authority) by a Governmental Authority.
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