accordance with GAAP, other than ordinary course current trade payables; (vii) arising in connection with earnouts or other contingent payment obligations, in each case to the extent that such liabilities or obligations would appear as liabilities on a balance sheet in accordance with GAAP, other than ordinary course current trade payables; and (viii) indebtedness of others guaranteed by the Company Group or secured by any Lien or security interest on the assets of the Company Group.
(vv) Intellectual Property means the rights associated with the following: (i) all United States and foreign priority, provisional, utility, and design patents and applications therefor (including all reissues, reexaminations, divisions, continuations, continuations in part, and extensions thereof) (Patents); (ii) all copyrights and rights in original works of authorship (whether registered or unregistered) (Copyrights); (iii) trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, trade dress rights (including trade dress, trade dress registrations, trade dress applications), trade names, business names, brand names, designs, and similar designation of origin and rights therein (Marks); (iv) rights in trade secrets, proprietary information, and confidential information, and other intellectual property rights in inventions, studies, manufacturing processes, know how, ideas, developments, drawings, software and data; (v) internet domain name and domain name registrations and social media accounts; (vi) any other intellectual property or proprietary rights or similar, corresponding or equivalent rights to any of the foregoing anywhere in the world; and (vii) registrations and applications for registration of any of the foregoing.
(ww) Inventory means all raw materials, works-in-process, finished goods and products, supplies, parts and other inventories owned by the Company and its Subsidiaries.
(xx) IRS means the United States Internal Revenue Service or any successor thereto.
(yy) Knowledge of the Company, with respect to any matter in question, means the actual knowledge of Kim Ann Mink, Chairman, Chief Executive Officer and President, Mark Feuerbach, Interim Chief Financial Officer, Sherry Duff, Senior Vice President, Chief Marketing and Technology Officer, Joshua Horenstein, Senior Vice President, Chief Legal and Human Resources Officer, Mark Santangelo, Senior Vice President, Manufacturing, Engineering and EH&S, Amy Hartzell, Senior Vice President, Supply Chain and Purchasing, and Sally Wilson, Vice President, Business Analysis and Project Management, in each case after reasonable inquiry of those employees who would reasonably be expected to have actual knowledge of the matter in question. With respect to matters involving Intellectual Property, Knowledge does not require the Company, or any of its directors, officer or employees, to have conducted or have obtained any freedom to operate opinions or any Patent, Marks or other Intellectual Property clearance searches, and if not conducted or obtained, no knowledge of any third Person Patents, Marks or other Intellectual Property that would have been revealed by such opinions or searches will be imputed to the Company or any of its directors, officers or employees.
(zz) Laws means any federal, state, local or foreign law, statute, ordinance, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, or legally enforceable agency standard or any other requirement of any Governmental Authority.
(aaa) Lease means any existing lease, sublease, license or other written agreement and all material modifications, amendments and supplements thereto, pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the Leased Real Property).
(bbb) Legal Proceeding means any claim, action, charge, complaint, audit, lawsuit, litigation, investigation (to the Knowledge of the Company, as used in relation to the Company), or other similar legal proceeding brought by or pending before any Governmental Authority, arbitrator (public or private), mediator or other tribunal.
(ccc) Lien means any lien, charge, pledge, security interest, claim, demand, suit, security interest or other encumbrance of any kind or nature whatsoever.
(ddd) Marketing Period means the first period of eighteen (18) consecutive Business Days after the date hereof during, throughout and at the end of which both: (i) Parent shall have received the Required