Intellectual Property means all intellectual property and other similar proprietary rights in any jurisdiction, whether registered or unregistered, including such rights in and to: (i) any patent, patentable invention or patent application (including all reissues, divisions, continuations, continuations-in-part and extensions thereof), (ii) any trademark, service mark, trade name, business name, brand name, slogan, logo, trade dress, social media identifier and all other indicia of origin, together with all goodwill associated therewith, (iii) any copyright (including copyrights in works of authorship), design, design registration and database rights, (iv) intangible proprietary rights (to the extent they exist) in any computer software programs, (v) rights accorded the registrant in any Internet domain names, (vi) rights of publicity and rights accorded the owner or registration of social media content and accounts and (vii) any trade secrets, know-how, formulae, recipes, in each instance only to the extent confidential and proprietary, and other confidential and proprietary information and rights.
Intercompany Agreement means any Contract between the Company and one or more of its wholly-owned Subsidiaries or any Contract among wholly-owned Subsidiaries of the Company.
Knowledge of the Company or Companys Knowledge means the actual knowledge after reasonable inquiry of the individuals identified on Section 1.01(a) of the Company Disclosure Schedule.
Knowledge of Parent means the actual knowledge after reasonable inquiry of the individuals identified on Section 1.01(b) of the Parent Disclosure Schedule.
Law means any applicable supranational, federal, national, state, provincial or local statute, ordinance or law, or any rule, regulation, Order or agency requirement of any competent Governmental Authority, whether or not inside or outside the United States or any other country.
Liens means any and all security interests, pledges, charges, options, puts, calls, preemptive purchase rights, easements, rights of first offer or refusal, mortgages, liens and any other encumbrances of any kind whatsoever, other than any non-exclusive license of Intellectual Property granted by the Company or any Company Subsidiary in the ordinary course of business.
Management Agreement means the Management Agreement, dated as of January 26, 2015, by and among DB Master Finance Parent LLC, DB Master Finance LLC, its Subsidiaries from time to time party thereto, Dunkin Brands, Inc., as Manager thereunder, certain Sub-Managers from time to time party thereto and Citibank, N.A., as Trustee, as amended by that certain Amendment to Management Agreement, dated as of October 23, 2017, as amended by that certain Amendment to Management Agreement, dated as of April 30, 2019, and any other amendment to the Management Agreement, in each case, in effect as of the date of this Agreement.
Material Adverse Effect means any change, effect, event, occurrence, development, condition or fact that, individually or in the aggregate with all other changes, effects, events, occurrences, developments, conditions or facts, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event shall any change, effect, event, occurrence, development, condition or fact arising out of or resulting from any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been, or there is reasonably expected to be, a Material Adverse Effect: (i) a change in general political, social, geopolitical or regulatory conditions, including any changes or developments arising from or in connection with the November 3, 2020 United States federal elections and the results thereof, (ii) any change in economic, financial, credit, banking, currency or capital market conditions, including interest, foreign exchange or exchange rates or any suspension of trading in securities (whether equity, debt, derivative or hybrid securities) on any securities exchange or over-the-counter market, (iii) a change generally affecting the industry, or other companies in the industry, in which the Company and its Subsidiaries operate, (iv) any change in accounting requirements or principles required by GAAP (or any authoritative interpretations thereof), (v) any adoption, implementation, promulgation, repeal, modification,