(bbb) IRS means the United States Internal Revenue
Service or any successor thereto.
(ccc) IT Assets means all hardware, software, databases, websites,
applications, code, systems, networks and information technology assets and equipment, including any of the foregoing incorporated into or used to support, host or service Company Products.
(ddd) Knowledge of a Person, with respect to any matter in question, means (i) with respect to the Company,
the actual knowledge of the individuals set forth on Section 1.1(ddd) of the Company Disclosure Letter; and (ii) with respect to Parent, the actual knowledge of the individuals set forth on Section 1.1(ddd) of the Parent Disclosure
Letter, in each case after reasonable inquiry of those employees who would reasonably be expected to have actual knowledge of the matter in question. With respect to matters involving Intellectual Property of the Company, Knowledge does not require
the Company, or any of its directors, officers or employees, to have conducted or have obtained any freedom to operate opinions of any patent or any Mark or other Intellectual Property clearance searches, and if not conducted or obtained, no
knowledge of any patents, Marks or other Intellectual Property of any third Person that would have been revealed by such opinions or searches will be imputed to the Company or any of its directors, officers or employees.
(eee) Law means any federal, state, local, municipal, foreign, multi-national or other law, statute,
constitution, ordinance, code, decree, order (including any executive order), directive, judgment, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of
any Governmental Authority and any order or decision of an applicable arbitrator or arbitration panel, including any Privacy Law, and any Healthcare Law.
(fff) Legal Proceeding means any claim, action, charge, lawsuit, litigation, hearing or other similarly
formal legal proceeding brought by or pending before any Governmental Authority, arbitrator, mediator or other tribunal.
(ggg) Lien means any liens, encumbrances, pledges, security interests, claims and defects, covenants,
imperfections, mortgages, deeds of trust, hypothecations, encroachments, easements, use restrictions, rights-of-way, charges, adverse ownership interests, attachments,
options or other rights to acquire an interest, rights of first refusal or conditional sale or similar restriction on transfer of title or voting and other restrictions of title.
(hhh) Material Contract means any of the following Contracts (but excluding any Employee Plans set forth in
Section 3.20(a) of the Company Disclosure Letter):
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