Indemnitees mean the individuals who, on or prior to the Closing Date, were directors, officers or managers of any member of the Company Group.
Independent Accountant means an independent accounting or financial consulting firm of recognized national standing mutually agreeable to the Seller Representative and Purchaser.
Information Systems means all Software, computer hardware, databases, data collections and data storage systems, phones, video cameras, videoconferencing units and other communication equipment, computer, data, database and communications networks (other than the Internet), architecture interfaces, switches, routers and firewalls (whether for data, voice, video or other media access, transmission or reception) and other apparatus used to create, store, transmit, exchange or receive information, voice, or data in any form or by any method.
Initial Purchase Price has the meaning set forth in Section 2.2(a).
Intellectual Property Rights means all rights anywhere in the world in any of the following: (i) patents, industrial and utility models, industrial designs, petty patents, design patents, patents of addition, certificates of invention, and other indicia of invention ownership issued or granted by any Governmental Authority and applications for any of the foregoing, and all patents issuing thereon, together with all reissue patents, divisional, provisional, utility, design, priority, and continuation (in whole or in part) applications and all other pre-grant forms of any of the foregoing, renewals, continuations, continuations-in-part, substitutions, additions, extensions, confirmations, re-examinations, or other post-grant forms of any of the foregoing and all equivalents or counterparts of the forgoing which are in the process of being prepared, and all inventions and improvements disclosed or claimed therein (collectively, Patents); (ii) trademarks, service marks, trade dress, trade names, brand names, designs, logos, symbols and names, and other proprietary rights to any words, slogans, devices or combinations thereof used to identify, distinguish and indicate the source or origin of goods or services, and all registrations, renewals, and application for registration, all equivalents and counterparts associated with any of the foregoing, and the goodwill of the Business associated with each of the foregoing (collectively, Marks); (iii) copyrights, whether in published or unpublished works, including, without limitation, all works of authorship, web site content, rights to Software, compilations, databases, collective works and derivative works of any of the foregoing and moral rights in any of the foregoing, and all applications, registrations, and renewals or extensions thereof in connection with any of the foregoing, and moral rights and economic rights in any of the foregoing (collectively, Copyrights); (iv) software, including computer programs, operating systems, applications, software, firmware, tools, data, data files, databases, graphics, schematics, interfaces, architecture, file formats, routines, algorithms, routing engines, and any and all specifications, enhancements and documentation related thereto (collectively, Software); (v) domain names, Internet addresses and other computer identifiers, web sites, social media accounts, social media account identifiers, URLs, web pages and applications or registrations for any of the foregoing (collectively, Domain Names); (vi) confidential and proprietary information, including trade secrets, know-how, proprietary technology, unpublished inventions (whether patentable or not), customer lists, supplier lists, pricing information, cost information, discoveries, improvements, ideas, designs, specifications, models, diagrams, drawings, blueprints, devices, methods, techniques, processes, instructions, configurations, prototypes, samples, technology, and technical information, and moral and economic rights of authors and inventors in any of the foregoing; (vii) any and all other intellectual and industrial property rights; and (viii) all rights to enforce and to collect damages for past, present and future infringement, misappropriation or other violation of any of the foregoing.