(including certificates of invention and any applications therefor) (collectively, Patents); (b) all registered and unregistered trademarks, business marks, service
marks, certification marks, brand names, trade dress rights, slogans, logos, corporate names, and trade names, and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the
foregoing, along with all applications, registrations, intent-to-use registrations or similar reservations of marks, renewals and extensions thereof (collectively,
Trademarks); (c) all registered and unregistered copyrights, applications for registration of copyright, works of authorship, literary works, databases, Software, pictorial and graphic works, mask work rights,
reversions and moral rights (collectively, Copyrights); (d) all internet domain names and social media usernames and accounts; (e) trade secrets, know-how, technology,
discoveries and improvements, know-how, proprietary rights, formulae, customer lists, business plans, confidential and proprietary information, technical information, techniques, inventions (including
conceptions and/or reductions to practice), designs, drawings, procedures, processes, models, formulations, manuals and systems, whether or not patentable or copyrightable (collectively Trade Secrets); and (f) all
other intellectual property, intellectual property rights, proprietary information and proprietary rights.
InterPrivate shall mean InterPrivate, LLC.
IT Systems shall mean Software (including firmware and middleware), systems, hardware, networks, servers, computers,
workstations, routers, hubs, switches, data communications lines, interfaces, platforms, databases, websites, and all other information technology equipment, including any of the foregoing accessed pursuant to outsourced or cloud computing
arrangements.
Knowledge shall mean the actual knowledge or awareness as to a specified fact or event of:
(a) with respect to the Company, the individuals listed on Schedule B of the Company Disclosure Letter; and (b) with respect to Parent, Merger Sub or Merger Sub II, the individuals listed on Schedule B of the Parent
Disclosure Letter.
Law means any statute, law, ordinance, rule, regulation or Order, in each case, of any
Governmental Entity.
Legal Proceeding shall mean any action, suit, hearing, claim, charge, audit, lawsuit,
litigation, investigation (formal or informal), inquiry, arbitration or proceeding (in each case, whether civil, criminal or administrative or at law or in equity) by or before a Governmental Entity.
Legal Requirements shall mean any federal, state, local, municipal, foreign or other law, statute, constitution,
treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, Order, assessment, writ or other legal requirement, administrative policy or guidance, or requirement issued, enacted,
adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
Letter
Agreements means those certain Letter Agreements, each dated as of the Amendment Date, by and between the Company, Parent and Inherent Aspiration, LLC, AGO Special Situations LP, Mark Villanueva or Zion Consulting and Advisory LLC, as
applicable.
Liabilities shall mean the liabilities of the Group Companies, as determined in accordance with
GAAP using the accounting principles, methodologies and policies of the Group Companies consistent with past practice and as further adjusted for the exclusions detailed below. For the avoidance of doubt, Liabilities shall exclude any Indebtedness,
any Company Transaction Costs and any liabilities or obligations expressly excluded from the Company Transaction Costs pursuant to clauses (d)(i) through (d)(iv) of the definition thereof, any liabilities related to any Restricted Cash,
the impact of any outstanding checks, drafts and wires, which will reduce Cash and Cash Equivalents and not be reclassified to accounts payable as could be required under GAAP, current income Tax liabilities and deferred Tax liabilities, fair value
adjustments to lease liabilities and any lease liabilities from adoption of ASC 842 lease accounting.
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