Intellectual Property means any and all proprietary, industrial and intellectual property rights, under the law of any jurisdiction or rights under international treaties, both statutory and common law rights, including: (i) patents and applications for same, and extensions, divisions, continuations, continuations-in-part, reexaminations, and reissues thereof; (ii) trademarks, service marks, trade names, slogans, domain names, logos, trade dress and other identifiers of source, and registrations and applications for registrations thereof (including all goodwill associated with the foregoing); (iii) copyrights, moral rights, database rights, other rights in works of authorship and registrations and applications for registration of the foregoing; and (iv) trade secrets, know-how, and rights in confidential information, including designs, formulations, concepts, compilations of information, methods, techniques, procedures, and processes, whether or not patentable.
Interest Assignment Agreement means the Interest Assignment Agreement, to be dated as of the Closing Date, by and between the Company and the Partnership, substantially in the form of Exhibit B attached hereto.
Investor Agreement means the Investor and Registration Rights Agreement, to be dated as of the Closing Date, by and among the Company and Purchaser, substantially in the form of Exhibit A attached hereto.
IRS means the U.S. Internal Revenue Service.
Judgment shall have the meaning ascribed to such term in Section 3.1(f).
Knowing and Intentional Breach means a material breach that is a consequence of an act undertaken by the breaching party with the Knowledge that the undertaking of such act would, or would be reasonably expected to, cause a material breach of this Agreement.
Knowledge means (a) with respect to the Company, the actual knowledge of the executive officers of the Company, and (b) with respect to Purchaser, the actual knowledge of Edward Geiser or Tim Gray, in each of (a) and (b) after making due inquiry of the other executives and managers of such Person having primary responsibility for such matter.
Law means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
Leased Real Property shall have the meaning ascribed to such term in Section 3.1(t)(ii).
Liens means pledges, liens, claims, charges, mortgages, encumbrances and security interests of any kind or nature whatsoever.
Nasdaq means the Nasdaq Global Select Market.