liabilities or obligations with respect to interest rate swaps, collars, caps and similar hedging obligations, (d) any capitalized lease obligations, (e) any direct or contingent
obligations under letters of credit, bankers acceptances, bank guarantees, surety bonds and similar instruments, each to the extent drawn upon and paid, (f) any obligation to pay the deferred purchase price of property or services (other
than trade accounts payable in the ordinary course of business) and (g) guarantees in respect of clauses (a) through (g) including guarantees of another Persons Indebtedness or any obligation of another Person which is secured
by assets of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable.
Information Technology
means any tangible or digital information technology systems (including computers,
screens, servers, workstations, routers, hubs, switches, networks, data communications lines, technical data and hardware), Software and telecommunications systems, and all associated documentation.
Intellectual Property
means all intellectual property rights and proprietary rights in any jurisdiction
throughout the world, including all U.S. and foreign rights with respect to the following: (a) patents, statutory invention registrations, community designs, invention disclosures and rights in respect of utility models or industrial designs or
other designs and applications for any of the foregoing (including provisional applications) and all continuations,
continuations-in-part,
divisionals, reissues,
re-examinations,
substitutions, and extensions thereof, (b) trademarks, service marks, corporate names, trade names, domain names, social media accounts, logos, slogans, trade dress, design rights, and any
other designations of source or origin, including all common law rights therein, together with the goodwill connected with the use of or symbolized by any of the foregoing, (c) works of authorship and copyrights (including copyrights in
Software) and copyrightable subject matter, moral rights, mask work rights, database rights, whether or not registered, (d) Software, including algorithms, (e) trade secrets and all other confidential or proprietary information (whether
tangible or intangible), ideas,
know-how,
inventions, discoveries, studies, methods, processes, technical data, specifications, research and development information, business information, customer lists,
blueprints, quality assurance and control procedures, design tools, simulation capability, formulae, models, and methodologies, (f) all rights in the foregoing and in other similar intangible assets, (g) all applications and registrations,
and any renewals, extensions and reversions, for the foregoing, (h) all rights of privacy and publicity, and (i) all rights to bring an action for past, present, and future infringement, misappropriation or other violation of rights and to
receive damages, proceeds or other legal or equitable protections and remedies with respect to any of the foregoing.
IRS
means the U.S. Internal Revenue Services or any successor agency.
Judgment
means a judgment, order, decree, ruling, injunction, temporary restraining order, determination,
writ, assessment, arbitration award, stipulation, settlement, ruling, subpoena or award of a Governmental Authority of competent jurisdiction.
Knowledge
means (a) with respect to the Company, the actual knowledge, after reasonable inquiry, of
the individuals listed in
Section
9.13(a)
to the Company Disclosure Letter and (b) with respect to Parent or Merger Sub, the actual knowledge, after reasonable inquiry, of the individuals listed in
Section
9.13(a)
to the Parent Disclosure Letter.
Law
means any federal,
state, local, municipal, foreign, international, multinational, supranational or other law, statute, constitution, resolution, ordinance, common law, code, edict, decree, rule, regulation, ruling, treaty, procedure, notice or requirement issued,
enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority (or under the authority of Nasdaq, the New York Stock Exchange or other stock exchange).
Lease
means any and all leases, subleases, licenses or other occupancy agreements, sale/leaseback
arrangements or similar arrangements.
Licensed Intellectual Property
means Intellectual Property that
the Company Entities are licensed or otherwise permitted to use by any Person pursuant to the Company IP Agreements.
A-56