“Governmental Authority” means any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions pertaining to government.
“Grantor” means each of Holdings, the Company, and the Subsidiary Guarantors.
“Holdings’ Consolidated Net Assets” means the aggregate amount of assets, less reserves and other deductible items,
after deducting current liabilities, as shown on Holdings’ most recent consolidated balance sheet and prepared in accordance with generally accepted accounting principles.
“Indemnitee” means each Secured Party and each director, officer or employee thereof.
“Indenture” has the meaning assigned to such term in the preliminary statement of this Agreement.
“Intellectual Property” means (i) all intellectual and similar property of every kind and nature now owned or hereafter
acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, the intellectual property rights in software and databases and related documentation, domain names and all additions, improvements and accessions to, and books and records
describing any of the foregoing, (ii) all Proceeds of the foregoing, including all income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for
past, present or future infringements, misappropriations, dilutions or other violations thereof, (iii) all rights to sue for past, present and future infringements, misappropriations, dilutions, or other violations thereof, and (iv) all
other rights, priorities and privileges arising thereunder or pertaining thereto throughout the world.
“Intellectual Property
Security Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement, and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits III, IV and V,
respectively.
“Investment Property” has the meaning specified in Article 9 of the New York UCC, but shall
not include any Pledged Collateral.
“Laws” means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement,
interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.
“LC Assets” has the meaning assigned to such term in the Indenture.
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