Intellectual Property Rights means all United States and foreign: (a) patents, patent applications, utility models or statutory invention registrations (whether or not filed), and invention disclosures; (b) trademarks, service marks, logos, designs, trade names, trade dress, domain names and corporate names and registrations and applications for registration thereof (whether or not filed) and the goodwill associated therewith; (c) copyrights, whether registered or unregistered, and registrations and applications for registration thereof (whether or not filed) and other works of authorship, whether or not published; (d) trade secrets, proprietary information, confidential information, know-how, inventions, customer lists and information, supplier lists, manufacturer lists, manufacturing and production processes and techniques, blueprints, drawings, schematics, manuals, software, firmware and databases; (e) domain names and uniform resource locators and all contractual rights relating to the foregoing; (f) the right to sue and collect Damages for any past, present and future infringement, misappropriation or other violation of any of the foregoing; and (g) moral rights relating to any of the foregoing.
Key Employees means those officers or employees of any Company or Subsidiary set forth in Schedule 7.15.
Key Employee Bonus Amount means the amount paid to the Key Employees pursuant to Section 7.15, an estimate of which is set forth on Schedule 7.15.
Key Person means Lisa Teel.
Knowledge of Comfort Care means, as of the Closing Date, the actual (and not imputed or constructive) knowledge of each of Alan Parker, Alan Stewart, Kim Bullock, Bill Harris, Lisa Teel, Jim Johnson and Thomas Grier and any knowledge that would have been acquired by such Person upon reasonable inquiry and investigation.
Leased Real Property is defined in Section 5.8(b).
Legal Requirement or Legal Requirements means any federal, state, local and foreign common law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, policy, guideline, directive or Permit enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority.
Lien means any lien, pledge, condemnation award, claim, restriction, charge, preferential purchase right, security interest, mortgage or encumbrance of any nature whatsoever, community property interests, equitable interest, option, deed of trust, right of first refusal, easement, encroachment, right of way or similar restriction, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.
Material Adverse Effect means any change, event, development or circumstance (a) that is or would reasonably be expected to have, individually or in the aggregate, a material and adverse effect on the assets, Liabilities, financial condition, business operations, affairs or prospects of Comfort Care, taken as a whole or (b) that would materially impede or delay, or would reasonably be expected to materially impede or delay, such Persons ability to consummate the transactions contemplated by this Agreement or the other Transaction Documents in accordance with their terms and applicable Legal Requirements; provided, however, that any event, condition, change, occurrence or development of a state of circumstances which (i) adversely affects the home care or hospice industries generally (including, without limitation, changes in commodity prices, general market prices or regulatory changes), (ii) arises out of general economic or industry conditions, (iii) arises out of any generally applicable change in applicable laws or GAAP or interpretation of any thereof, (iv) arises out of acts of terrorism or sabotage, war (whether or not declared), the commencement, continuation, or escalation of a war, acts of armed hostility, natural disasters, pandemics, weather conditions or other force majeure events, (v) arises out of any failure by Comfort Care to meet any internal projections or forecasts (provided that the underlying causes of such failures (subject