solely to the extent drawn, (iii) indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument, debt security or other similar instrument; (iv) indebtedness secured by an Encumbrance (other than a Permitted Encumbrance) on assets or properties of such Person (including any mortgage); (v) obligations under any interest rate, currency or other hedging or swap agreement; (vi) all obligations of such Person as lessee under capital or finance leases of the type which is required to be reflected on a balance sheet prepared in accordance with GAAP, without giving effect to any changes to GAAP which become effective after the date hereof, (vii) guarantees with respect to any indebtedness of any other Person of a type described in clauses (i) through (vi) above; and (viii) any prepayment penalties, breakage fees or premiums, make-whole amounts accrued interest and fees, (including consent fees) and expenses related to any of the foregoing.
Intellectual Property means all foreign and domestic intellectual property rights, including all (i) patents and patent applications, and reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part, and inventions, proprietary processes, technologies and discoveries (whether or not patentable); (ii) copyrightable and copyrighted works, and all applications, registrations and renewals pertaining thereto; (iii) trademarks, service marks, trade names, trade dress and domain names, and all registrations and applications pertaining thereto and goodwill associated therewith; and (iv) trade secrets, know-how, databases and confidential technical information.
IRS means the Internal Revenue Service, a division of the United States Treasury Department, or any successor thereto.
Key Employees means Jason Pugh and Denny Callen.
knowledge means, when used in the phrase knowledge of the Sellers, or Seller knowledge and words of similar import, the actual knowledge, after reasonable investigation, of Gary L. Carano, Thomas R. Reeg, Anthony L. Carano and Edmund L. Quatmann, Jr.
Law means any foreign or domestic law, statute, code, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction, decree or arbitration award, policies, guidance, court decision, rule of common law or finding.
Liabilities mean any direct or indirect liability, Indebtedness, obligation, commitment, expense, claim, deficiency, guaranty or endorsement of or by any Person of any type, whether accrued, absolute, contingent, matured, unmatured, liquidated, unliquidated, known or unknown.
Liens means any mortgage, pledge, lien, security interest, conditional or installment sale agreement, exaction, imposition, charge or other claims of third parties of any kind or nature.
Loss or Losses means any and all costs, damages, fines, penalties, deficiencies, losses, Taxes, Liabilities, obligations, damages, claims, demands and expenses, whether or not arising out of third-party claims and including without limitation interest, penalties, court costs, reasonable fees of attorneys, accountants and all amounts paid in investigation, defense or settlement of any of the foregoing).