Indebtedness Payoff Schedule: as set forth in Section 2.3.3.
Indemnified Party: as set forth in Section 9.4.1.
Indemnifying Party: as set forth in Section 9.4.1.
Indemnity Escrow Release Date: as set forth in Section 9.7.2.
Indemnity Tax Matter: as set forth in Section 7.1.10.
Intellectual Property Right: all (a) patents and patent applications, (b) trade names, logos, slogans, trade dress rights, registered and unregistered trademarks and service marks, Internet domain names, other indications of source or origin, and applications for any of the foregoing, (c) copyrights, mask work rights, works of authorship, rights in databases, data collections and moral rights, and all registrations, applications, renewals, extensions and reversions of any of the foregoing, (d) trade secrets and rights in confidential and proprietary information, including nonpublic discoveries, research and development, know-how, formulae, inventions, compositions, processes, techniques, technical data and information, procedures, semiconductor device structures, drawings, specifications, customer lists, customer data, supplier lists, pricing and cost information, and business and marketing plans and proposals (Trade Secrets), and (e) all rights to obtain renewals, continuations, continuations-in-part, divisions or other legal protections pertaining thereto, in each case created or arising under the laws of the United States or any other jurisdiction.
Interim Financial Statements: as set forth in Section 3.5.1.
IRS: the Internal Revenue Service.
Key Seller Individuals: means Dianne Dougherty, King Koo and Ken Loo.
Law: any federal, state, county, city, municipal, foreign, or other governmental statute, law, rule, regulation, ordinance, order, code, treaty or requirement (including pursuant to any settlement agreement or consent decree), and any Permit granted under any of the foregoing, or any requirement under the common Law, or any other pronouncement having the effect of Law of any Governmental Authority.
Leased Real Property: as set forth in Section 3.13.1.
Liabilities or, individually, Liability: with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.
Lien: any mortgage, deed of trust, lien, pledge, charge, easement, security interest or other similar encumbrance, conditional sale agreement, retention agreement, hypothecation, right of first refusal or other similar restriction, adverse claim, restriction on transfer of title or voting or ownership, or any similar restriction.
Annex I - 6