(ll) Intellectual Property Rights means all of the following in all jurisdictions throughout the world: (i) patents, patent applications, patent or invention disclosures, design rights, and inventions (whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation in part, division, extension or reexamination thereof; (ii) trademarks, trade names, service marks, trade dress, corporate names slogans and other indicia of source or origin, together with all goodwill associated therewith, and all translations, adaptations, derivations and combinations of the foregoing (and all logos related to the foregoing), and all registrations and applications therefor; (iii) copyrights, copyrightable or copyrighted works and mask work, and all registrations and applications therefor; (iv) internet domain names and social media accounts; (v) trade secrets and other confidential information, ideas, know how, related processes and techniques, manufacturing processes, research and development information, drawings, specifications, formulas, designs, plans, proposals, technical data and manuals, internal business information, identities of, individual requirements of, specific contractual arrangements with, and information about, suppliers, distributors, customers, independent contractors or other business relations, compilations of data and analyses, systems, records, reports, documentation, models, innovations, improvements, methods, designs, analyses, reports and all similar or related information; (vi) computer programs and software (including source code, object code, executable code, firmware, systems, tools, Data, databases, and related documentation) and software implementations of algorithms, models and methodologies (collectively, Software); (vii) databases, (viii) moral rights and (ix) all other intellectual property and intangible properties.
(mm) Intercompany Debt means all Indebtedness between the Company or its Subsidiary, on the one hand, and the Seller or any of its Affiliates (other than the Company and its Subsidiary), on the other hand.
(nn) Knowledge of the Company means the actual knowledge of Lynda DiMenna, John Tomac, Susan Cole, and John Kilpatrick, following due inquiry of any employee of the Seller or any of its Affiliates (i) that is a direct report to any of such individuals listed above and (ii) having responsibility for the matter in question.
(oo) Laws means all laws, statutes, rules, regulations, ordinances, orders, decrees, requirements, judgments, and codes of Governmental Authorities.
(pp) Legal Proceeding means any litigation, action, arbitration, suit, hearing, claim or other similar proceeding, before or by any Governmental Authority or arbitrator.
(qq) Lien means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance in respect of such property or asset.
(rr) Lower NWC Target means negative Four Million Dollars (($4,000,000)).
(ss) Material Adverse Effect means any change, condition or event that is materially adverse to the operations, results of operations or financial condition of the Company and its Subsidiary, taken as a whole; provided, however, that any change, condition or event, to the extent arising from, relating to, or resulting from any of the following shall not be taken into account in determining whether there has been a Material Adverse Effect: (i) general economic, financial market, regulatory or political conditions; (ii) the announcement or pendency of any of the transactions contemplated hereby or any facts or circumstances relating to the Purchaser or its Affiliates; (iii) general changes in the industries in which the Company and its Subsidiary operate;