Intellectual Property means patents, know-how and trade secrets, trade names, service marks and trademarks and the goodwill associated therewith, domain names, database rights, and copyrights and all registrations of and applications for any of the foregoing, including any extension, modification or renewal of any such registration or application.
Intercompany Payables means all account, note or loan payables and all advances (cash or otherwise) or any other Extensions of Credit that are payable by Seller Parent or any of its Subsidiaries (other than Seller Bank or its Subsidiaries) to Seller Bank or its Subsidiaries.
Intercompany Receivables means all account, note or loan payables and all advances (cash or otherwise) or any other Extensions of Credit that are receivable by Seller Parent or any of its Subsidiaries (other than Seller Bank or its Subsidiaries) from Seller Bank or its Subsidiaries.
IRS means the Internal Revenue Service.
IT Assets means computers, computer software, code (including all new versions, updates, revisions, improvements and modifications thereof, whether in source code, object code, or executable code format), firmware, servers, websites, applications, systems, work-stations, routers, hubs, switches, data communications lines, interconnected network equipment, firmware, middleware, programming tools, scripts, routines, interfaces, libraries, and databases, and all related specifications and documentation, including developer notes, comments and annotations, user manuals and training materials, networks, websites and internet domain names and all other information technology equipment and associated documentation.
Knowledge means, with respect to Seller, the actual knowledge of any of the individuals set forth on Section 1.01 of the Seller Disclosure Schedule, after reasonable inquiry of such individuals direct reports, and with respect to Purchaser Parent, the actual knowledge of any of the individuals set forth on Section 1.01(b) of the Purchaser Disclosure Schedule, after reasonable inquiry of such individuals direct reports.
Law means any law (including common law), statute, code, ordinance, rule, regulation, order, award, writ, decree, directive, or injunction issued, promulgated, enforced or entered into by or with any Governmental Authority.
Liabilities means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any Contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.
Lien means any charge, easement, encroachment, equitable interest, right of way, deed of trust, mortgage, pledge, charge, title retention device, conditional sale or other security arrangement, collateral assignment, claim, community property interest, adverse claim of title, ownership or right to use, right of first refusal, security interest, restriction, claim, lien (statutory or otherwise) or other similar encumbrance.
Litigation has the meaning set forth in Section 3.02(k)(1).
Losses has the meaning set forth in Section 6.02(a).
Marks has the meaning set forth in Section 4.15(a).
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