(dd) Intellectual Property means the following intellectual property rights, in each case, to the extent protectable under applicable Law, (i) patents and patent applications and any reissues, continuations, continuations in part, divisions, revisions, extensions or reexaminations thereof, (ii) trademarks, service marks, trade dress, trade names, slogans, and logos and registrations, applications and renewals for any of the foregoing, as applicable, together with all of the goodwill associated therewith, (iii) copyrights and other works of authorship and registrations, applications and renewals for any of the foregoing, as applicable, and (iv) trade secrets, other rights in confidential and other nonpublic information, and rights in know-how, inventions, discoveries, improvements, methodology, databases, algorithms, systems and technology (whether patentable or not).
(ee) IT Assets means telecommunications, computer software, hardware systems, firmware, websites, networks, interfaces and related systems and technology.
(ff) Knowledge of the Company means the actual knowledge after reasonable inquiry of (i) Kimberly S. Lody, (ii) Brandon Ribar, (iii) Tiffany Dutton, and (iv) David Brickman.
(gg) Law or Laws means all laws, statutes, ordinances, rules, regulations, binding guidance documents, judgments, injunctions, orders and decrees.
(hh) Lien means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, escheat, encroachment, lien, charge of any kind, option, easement, purchase right, right of first refusal, right of pre-emption, conditional sale agreement, covenant, condition or other similar restriction (including restrictions on transfer) or any agreement to create any of the foregoing.
(ii) Material Adverse Effect means, with respect to the Company, means any change, effect, event, occurrence, condition, state of facts or development that, either alone or in combination, has had, or would be reasonably expected to have, (i) a materially adverse effect on the business, operations, assets, liabilities or condition (financial or otherwise) or results of operations of the Company, taken as a whole; provided, however, that none of the following shall constitute or be deemed to contribute to a Material Adverse Effect, or shall otherwise be taken into account in determining whether a Material Adverse Effect has occurred or would be reasonably likely to occur: any adverse effect arising out of, resulting from or attributable to (A) (1) the economy generally or credit, currency, oil, financial, banking, securities, capital markets or financial markets generally (including any increased cost, or decreased availability, of capital or pricing or terms related to any financing for the transactions contemplated hereunder or any disruption thereof and any decline in the price of any security, commodity or market index), including changes in interest or exchange rates, and (2) changes or conditions generally affecting the industry or markets in which the Company participates, (B) any changes or prospective changes in applicable Law, GAAP, or the enforcement or interpretation thereof after the date hereof, (C) any international or national political, regulatory or social conditions, hostilities, cyber-attack, act of war, sabotage, terrorism, declaration of national emergency or military actions, or any escalation or worsening of any such hostilities, cyber-attack, act of war, sabotage, terrorism,