Data Protection Legislation means the GDPR and the Luxembourg Data Protection Law;
Data Room means the electronic data room hosted by Drop Box and accessible to the Purchaser and its advisors from October 19, 2018 to December 19, 2018;
Data Room Documents means the documents included in the Data Room and contained in the USB or CD-ROM delivered by the Sellers to the Purchaser upon Completion. For the avoidance of doubt, the Data Room Documents include the questions from the Purchaser and its representatives, employees or advisors and the answers from the Sellers and its representatives, employees or advisors.
Data Subjects has the meaning as set out in the GDPR;
Disclosed Information means (i) the uploaded Data Room Documents between October 19, 2018 and December 19, 2018 , including all and every information included therein, (ii) the questions raised by the Purchaser and its representatives, employees or advisors and the written answers provided by the Sellers and its representatives, employees or advisors, including all and every information included therein, and (iii) the Public Information available up to December 19, 2018;
Due Diligence Investigation has the meaning set out in clause 8.2.1 (iii);
EBIT means the Companys earnings before interest and taxes which shall include the other operating income and charges as appear in the audited annual accounts of the Company for the year ended on December 31, 2018 established pursuant to Lux GAAP and using the same policies and procedures and the same accounting methods and assumptions as those consistently applied and used by the Company in preparing its audited financial statements for the last three (3) financial years and determined in accordance with the calculation methodology described in Schedule 7.
EBIT Target has the meaning set out in clause 6.2;
Encumbrance means any mortgage, charge, pledge, lien, right of usufruct or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect, any options, restrictions, warrants, pre-emption rights, rights of first offer and rights of first refusal, and any equity, right or interest of any third party of any nature or other type of preferential arrangement (including any title transfer and retention arrangement) having similar effect;
Excess Recovery has the meaning set out in Schedule 4;
GDPR means the General Data Protection Regulation (EU) 2016/679;
Independent Accounting Expert means Ernst & Young having its registered office at [35E Avenue John F. Kennedy L-1855 Luxembourg] or any other accounting expert designated by the Sellers and the Purchaser.
Information Technology means any computer and data processing systems, information and communications technologies used in or for the business of the Company, including hardware and software;
Intellectual Property Rights means all rights in and to intellectual property, including rights in (a) patents, utility models and inventions; (b) know-how, data, confidential information and trade secrets; (c) trade marks including Tech-IT and Promaides, service marks, logos, trade names, trade dress and domain names; (d) copyrights and author rights notably on information and communications technologies, including hardware, software (source or executable) including the Logiciel