Governmental Authority means any federal, national, state,
provincial or municipal government, or any political subdivision thereof, and any agency, commission, department, board, bureau, official, minister, arbitral body (public or private), tribunal or court, whether national, state, provincial, local,
foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of a nation, state, province or municipal government, or any political subdivision thereof, including any authority having governmental or
quasi-governmental powers, domestic or foreign.
Governmental Authorization has the meaning specified in
Section 4.5.
Governmental Order means any order, judgment, injunction, decision, decree, writ,
stipulation, determination, directive or award, in each case, entered or issued by or with any Governmental Authority.
Governmental Permit means any consent, franchise, approval, registration, variance, license, permit, grant,
certificate, registration or other authorization or approval of a Governmental Authority or pursuant to any Law.
Hazardous
Materials means any material, substance, chemical, contaminant, pollutant or waste for which liability or standards of conduct may be imposed, or that is listed, classified or regulated pursuant to Environmental Laws, including
petroleum or petroleum products, asbestos or asbestos-containing materials, mold, lead, radioactive materials, polychlorinated biphenyls, or per- or polyfluoroalkyl substances.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Indebtedness means, with respect to any Person, (a) all indebtedness for borrowed
money, including accrued interest, (b) capitalized lease obligations under GAAP, (c) letters of credit, bank guarantees, bankers acceptances and other similar instruments, (d) obligations evidenced by bonds, debentures, notes
and similar instruments, (e) interest rate protection agreements and currency obligation swaps, hedges or similar arrangements, (f) all obligations to pay the deferred and unpaid purchase price of property, goods, services and equipment
which have been delivered, including earn outs and seller notes and (g) all breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the Transactions in
respect of any of the items in the foregoing clauses (a) through (f), and (h) all Indebtedness of another Person referred to in clauses (a) through (g) above guaranteed directly or indirectly, jointly or severally, by such Person.
Intellectual Property means: (i) patents, patent applications and
continuations, continuations-in-part, extensions, divisions, reissues, reexaminations thereof, and patent disclosures, industrial designs, and other intellectual
property rights in inventions (whether or not patentable or reduced to practice); (ii) trademarks, service marks, trade dress, trade names, logos, internet domain names, social media handles, and other indicia of source of origin, together with the
goodwill associated with any of the foregoing; (iii) intellectual property rights in works of authorship, data and databases, as well as copyrights and mask works; (iv) intellectual property rights in or to software and other technology
(including source code and object code); (v) trade secrets and other intellectual property rights in Proprietary Information; (vi) registrations, issuances, and applications for any of the foregoing; and (vii) all other intellectual
property rights in any jurisdiction throughout the world.
Intended Tax Treatment has the meaning specified in
the Recitals.
Interim Financial Statements has the meaning specified in Section 4.8(a).
Interim Period has the meaning specified in Section 6.1(a).
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