Hazardous Materials means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.
Indebtedness means, without duplication and with respect to the Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services (other than Current Liabilities taken into account in the calculation of Closing Working Capital), (c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations under any interest rate, currency swap or other hedging agreement or arrangement; (e) capital lease obligations; (f) reimbursement obligations under any letter of credit, bankers acceptance or similar credit transactions; (g) guarantees made by the Company on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (g).
Indemnified Party has the meaning set forth in Section 8.05.
Indemnifying Party has the meaning set forth in Section 8.05.
Independent Accountant means Sikich LLP.
Insurance Policies has the meaning set forth in Section 3.18.
Intellectual Property means all intellectual property and proprietary rights and assets of every kind and nature throughout the world (and the entire right, title and interest therein and thereto), whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, service names, brands, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by any of the foregoing; (b) internet domain names, whether or not trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found thereon and related thereto, and URLs; (c) works of authorship, expressions and designs, whether or not copyrightable or registrable, including copyrights, author, performer, moral and neighboring rights; (d) inventions, improvements, discoveries, processes, formulae, techniques, trade secrets, business and technical information, know-how, data, databases, data collections, hardware, technology, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, documentation, manuals, and other confidential or proprietary information; (e) patents (including all reissues, divisionals, provisionals, continuations, continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventors certificates, petty patents and patent utility models); (f) software; (g) rights of privacy and publicity; (h) semiconductor chips and mask works; (i) all registrations, applications and renewals for any of the foregoing; and (j) all rights to any Actions of any nature related to the foregoing, whether accruing before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive relief for past, present or future infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief, and to collect, or otherwise recover, any such damages.
Interim Balance Sheet has the meaning set forth in Section 3.06.
Interim Balance Sheet Date has the meaning set forth in Section 3.06.