Hazardous Substance means any substance that is: (1) listed, classified or regulated pursuant to any Environmental Law; (2) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, mold or radon; or (3) any other substance which may be the subject of regulatory action by any Governmental Authority in connection with any Environmental Law.
Information Technology means Software, firmware, middleware, servers, workstations, networks, systems, databases, routers, hubs, switches, data communications lines, and all other information technology equipment and elements and associated documentation used in the business of the Company and/or its Subsidiaries.
Intellectual Property means, collectively, all United States and foreign (A) trademarks, service marks, brand names, certification marks, collective marks, d/b/as, Internet domain names, logos, symbols, trade dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (B) inventions and discoveries, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (C) trade secrets, and confidential information, proprietary or nonpublic information and know-how, including processes, schematics, business methods, formulae, models, designs, customer lists and supplier lists (Trade Secrets); (D) data in databases; (E) published and unpublished works of authorship in any media, whether copyrightable or not (including Software and compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (F) all other similar intellectual property or proprietary rights.
IRS means the Internal Revenue Service.
Law means any foreign, federal, state, and local law (including common law), statute, code, ordinance, rule, regulation, Order, award, writ, decree, directive or injunction issued, promulgated or entered into by or with any Governmental Authority.
Lien means any mortgage, deed of trust, easement, declaration, restriction, pledge, hypothecation, assignment, deposit arrangement, option, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever relating to that property, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the UCC or comparable law of any jurisdiction to evidence any of the foregoing.
Material Adverse Effect means, with respect to Acquirer, the Company or the Surviving Company, as the case may be, a material adverse effect on (1) the business, properties, results of operations or condition (financial or otherwise) of such party and its Subsidiaries taken as a whole (provided, that, with respect to this clause (1), Material Adverse Effect shall not be deemed to include the impact of (A) changes, after the date hereof, in GAAP or applicable regulatory accounting requirements, (B) changes, after the date hereof, in laws, rules or regulations of general applicability to companies in the industries in which such party and its Subsidiaries operate, or interpretations thereof by courts or Governmental Authorities, (C)