any patent and patent application, and all continuations, continuations-in-part, divisionals, provisionals, renewals, extensions and reissues thereof; (iv) confidential information, inventions (whether patentable or not), processes, designs, formulae, models, tools, algorithms, ideas, research and development, data and databases, trade secrets and know-how (Trade Secrets); (v) rights in Software; and (vi) copyrights and other works of authorship and moral rights; in each case of (i)-(v), whether registered or unregistered, and including any registrations or applications for registration of any of the foregoing.
Intercompany Balances has the meaning set forth in Section 5.16(b).
IRS means the United States Internal Revenue Service.
IT Systems has the meaning set forth in Section 3.13(i).
Knowledge means: (i) in the case of Buyer, the actual knowledge after reasonable inquiry of the individuals set forth on Section 1.2 of the Buyer Disclosure Schedules with respect to the particular matter in question and (ii) in the case of Seller, the actual knowledge after reasonable inquiry of the individuals set forth on Section 1.1 of the Seller Disclosure Schedules with respect to the particular matter in question.
Law means any federal, state, local, municipal, or foreign statute, law, act, order, ordinance, opinions, common law, judgment, decree, code, rule, regulation, constitution, treaties, doctrine, conventions, Order, guidance or policies enforceable and enacted by any Governmental Authority, or other requirement (including pursuant to any settlement, consent decree, or determination of or settlement under any public or private arbitration) or rule of law.
Leased Real Property means the means the real property currently leased, licensed, subleased or sublicensed by any Acquired Group Company as tenant, licensee, subtenant or sublicensee.
Legal Proceeding means any claim, action, suit, proceeding, charge, complaint, audit, investigation, arbitration, or inquiry, in each case, by or before any Governmental Authority.
liability means any liability, commitment, debt, claim, demand, expense or obligation (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and due or to become due).
Losses means all actual, out-of-pocket losses, damages (available at law or in equity), costs or expenses including reasonable fees and expenses of attorneys, accountants and other representatives of a Person, without duplication.
Marketing Period means a period (provided that (1) such period shall not commence prior to September 9, 2020, (2) if such period has not ended on or prior to December 18, 2020, then the Marketing Period shall commence no earlier than January 4, 2021 and (3) such period shall not be required to be consecutive to the extent it would include November 25, 2020 or November 27, 2020 (which dates set forth in this clause (3) shall be excluded for purposes of, but shall not reset, the period)) commencing on the later of (x) the Business Day on which Buyer receives the Required Financial Information (the Required Financial Information Delivery