subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
“Intellectual Property” means all (a) trademarks, service marks, logos, corporate names, domain names, protected models, designs, created works, assumed names, trade names or other trade rights of Seller associated with the Business, whether or not registered (b) e-mail addresses, websites, URLs, phone numbers and internet domain name registrations of Seller associated with the Business, and (c) rights under any licenses of Seller to use any of the foregoing types of intellectual property.
“Law” or “Laws” means all federal, state, local or foreign laws, legislation, statutes, constitutions, rules, regulations, codes, edicts, orders, judgments, decrees, ordinances, or legally binding directives, guidance or pronouncements or rules of common law of any Governmental Authority.
“Liability” or “Liabilities” means any debt, obligation, duty, liability of any nature (including any unknown, undisclosed, unfixed, unliquidated, unsecured, unmatured, unaccrued, unasserted, contingent, conditional, inchoate, implied, vicarious, joint, several, or secondary liability), or STRICT LIABILITY (INCLUDING STRICT LIABILITY ARISING UNDER ENVIRONMENTAL LAW) regardless of whether such debt, obligation, duty, or liability would be required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles.
“Lien” means any liens, claims, options, warrants, charges, security interests, pledges, mortgages, rights of first refusal, warrants, options, phantom equity interests, rights (including preemptive rights or equity appreciation rights), or other encumbrances whatsoever.
“Losses” means any losses, liabilities, claims, damages (including punitive, incidental, consequential, special or indirect damages, including loss of revenue, diminution in value or any damages based on any type of multiple), penalties, fines, judgments, awards, settlements, Taxes, costs, fees, expenses (including reasonable attorneys’ fees) and disbursements.
“Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, trust, estate, association, organization or other entity.
“Representative” means, with respect to any Person, any and all current directors, officers, managers, employees, consultants, financial advisors, counsel, attorneys, law firms, accountants and other agents of such Person.
“Restricted Period” means the period beginning on the Closing Date and ending on the second (2nd) anniversary of the Closing Date.
“Tax” (and with correlative meaning, “Taxes”) means any federal, state, local or foreign income, gross receipts, property, sales, use, service, license, excise, environmental, stamp, franchise, employment, payroll, severance, occupation, social security, unemployment,