Liability means any liability or obligation (whether accrued or unaccrued, whether absolute or contingent, whether liquidated or unliquidated, whether due or to become due and whether known or unknown) regardless of when asserted.
Licenses means all permits, licenses, franchises, registrations, certificates, approvals, authorizations, clearances, waivers, consents, privileges, variances, exemptions, qualifications, filings, notices, and other rights issued, granted or given by any Governmental Authority, including, with respect to the Company Entities, those listed on Schedule 4.16.
Lien means any lien, security interest, pledge (including any negative pledge), easement, restrictive covenant, mortgage, deed to secure debt, charge, deed of trust, purchase option, right of first refusal or first offer, conditional sales agreement, preemptive right, servitude, proxy, restriction (whether voting, transfer or otherwise), hypothecation, right-of-way, encumbrance or other right of third parties of any kind or nature whatsoever, including any Tax Lien.
Loan Indebtedness means, without duplication and with respect to the Company Entities, on a consolidated basis, all: (a) indebtedness for borrowed money; (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which any Company Entity is responsible or liable; (c) obligations under any interest rate, currency or exchange obligations, swap, hedge or other hedging agreement or similar arrangement; (d) reimbursement obligations under any letter of credit (whether or not drawn) or bankers acceptance; and (e) any accrued but unpaid interest prepayment penalties, premiums, breakage costs, fees, costs and other amounts associated with the prepayment of any of the obligations referred to in the foregoing clauses (a) through (d), all as itemized on Schedule A.
Losses means any and all damages, fines, fees, penalties, deficiencies, liabilities, claims (including tort claims), losses, demands, judgments, settlements, actions, obligations, costs and expenses (including interest, court costs and fees and costs of attorneys, accountants and other experts or other expenses of any Action or of any default or assessment (including those arising or incurred in enforcing a partys rights under this Agreement)); provided that Losses shall not include: (a) special or exemplary damages, or loss of future revenue, income or profits, unless, in each case, such damages constitute direct damages; or (b) punitive damages, except in the case of each of clauses (a) and (b), if such damages are required to be paid to a third party (including any Governmental Authority) pursuant to a Third-Party Claim.
Malicious Code means any computer code or any other procedures, routines or mechanisms that are designed to: (i) disrupt, disable, harm or impair the Softwares operation in any material way, (ii) cause the Software to damage or corrupt any data, storage media, programs, equipment or communications or otherwise interfere with the users operations in any material way, or (iii) permit any third party to access Software to cause disruption, disablement, impairment, damage, erasure, or corruption (sometimes referred to as traps, viruses, access codes, back doors Trojan horses, time bombs, worms, or drop dead devices).