Intellectual Property means any or all of the following and all rights in, arising out of, or associated therewith: (i) all United States, international and foreign patents and applications therefor and all reissues, divisions, divisionals, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether or not patentable), trade secrets, proprietary information, know how, data and customer lists; (iii) all copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto throughout the world; (iv) all industrial designs and any registrations and applications therefor throughout the world; (v) all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefor throughout the world; (vi) Software; (vii) all moral and economic rights of authors and inventors, however denominated, throughout the world; (viii) all Web addresses, sites and domain names; and (ix) any similar or equivalent rights to any of the foregoing anywhere in the world.
Investor Certification Form means the Investor Certification Form in a customary form to be negotiated and good faith and mutually agreed to by the Parties (other than the Stockholder Representative), evidencing the fact that a Person is an Accredited Holder.
IRS means the United States Internal Revenue Service.
Parent Instrument of Accession means a joinder agreement in a customary form to be negotiated in good faith and mutually agreed to by the Parties (other than the Stockholder Representative), pursuant to which the Company Stockholders become party to, and agree to be bound by, the terms of the Parent Investor Agreement in the same respect as other current holders of Parent Series C Stock.
Key Employee means each of Michael Baird, Luke Leininger, Ghafran Abbas and Cory Costley.
Knowledge means, (i) with respect to the Company, the actual knowledge of Michael Baird, Luke Leininger, Cory Costley, Matthew Thorne, Ghafran Abbas, Dave Driscoll, Ralph Derrickson, , and Heather Teass and the knowledge such individuals would reasonably be expected to have after reasonable inquiry and (ii) with respect to Parent, the actual knowledge of Roy Schoenberg, Ido Schoenberg, Jeff Kosowsky, Ezra Sofer and Brad Gay and the knowledge such individuals would reasonably be expected to have after reasonable inquiry.
Law means any federal, state, foreign, or local law, statute, ordinance, rule, regulation, writ, injunction, directive, order, judgment or other legal requirement of a Governmental Entity.
Liability means, with respect to any Person, any liability, Tax, Debt, deficiency, endorsement, guarantee, claim, demand, expense, commitment, or obligation of or by any Person (whether primary or secondary, direct or indirect, absolute or contingent, accrued or fixed, liquidated or unliquidated, determined or determinable) of every kind, including, in each case, all costs and expenses related thereto, whether or not required to be set forth on a balance sheet prepared in accordance with GAAP.