registrations and applications therefor (Trademarks); (e) trade secrets (including, those trade secrets defined in the Defend Trade Secrets Act, Uniform Trade Secrets Act
or under corresponding foreign statutory and common law), know-how, business and technical information, non-public information, and proprietary or confidential
information, including all source code, documentation, processes, technology, formulae, customer lists, business and marketing plans, discoveries, concepts, ideas, inventions (whether or not patentable), research and development, models,
methodologies and marketing information (Trade Secrets); (f) Software; and (g) any similar or equivalent rights to any of the foregoing anywhere in the world.
IRS means the United States Internal Revenue Service.
IT System means any Software, hardware, network or information technology or computer systems, including any server,
workstation, router, hub, switch, data line, database, firewall, desktop application, server-based application, mobile application, or cloud service.
Knowledge has the meaning assigned to such term in Section 8.12(f) of the Agreement.
Leased Real Property has the meaning assigned to such term in Section 2.7(a) of the Agreement.
Leases has the meaning assigned to such term in Section 2.7(a) of the Agreement.
Legal Proceeding means any action, suit, litigation, arbitration, proceeding (including any civil, criminal,
administrative, investigative or appellate proceeding), hearing, claim, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before any court or other Governmental Body or any arbitrator or arbitration panel.
Legal Requirement means any federal, state, local, municipal, foreign or other law, statute, constitution, principle
of common law, resolution, ordinance, code, edict, decree, rule, regulation, guidance, order, award, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental
Body.
Liability means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed,
unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a
balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and payable.
Any statement in Section 2 of the Agreement to the effect that any information, document or other material has been
Made Available to Parent means that such information, document or material was: (a) filed with the SEC and publicly available on EDGAR in unredacted form at least two Business Days before the date of the Agreement, or
(b) made available for review by Parent or Parents Representatives, and was labeled and indexed, at least 24 hours prior to the execution of the Agreement in the Aston virtual data room maintained by the Company with Datasite
in connection with the Merger.
Major Customer has the meaning assigned to such term in
Section 2.11(a) of the Agreement.
Major Supplier has the meaning assigned to such term in
Section 2.11(b) of the Agreement.
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