Intellectual Property shall mean any and all statutory and/or common law intellectual property and proprietary rights throughout the world, including: (a) all patents and patent applications, statutory invention registrations, or similar rights in inventions (Patents), (b) trademarks, service marks, trade dress, trade names, slogans, logos and corporate names and registrations and applications for registration thereof (Marks), (c) World Wide Web addresses and domain names and applications and registrations therefor (Internet Properties), (d) copyrights, registrations and applications for registration thereof, and any equivalent rights in works of authorship, and (e) trade secrets, processes, techniques, and other rights in know-how that derives independent economic value, whether actual or potential, from not being known by other Persons (Trade Secrets).
Intellectual Property License Agreement shall mean the Intellectual Property License Agreement to be entered into by and between Parent and PQ Australia Pty Ltd at or prior to the Closing, substantially in the form attached as Exhibit D to this Agreement.
IRS shall mean the U.S. Internal Revenue Service.
ISRA means the New Jersey Industrial Site Recovery Act, as amended, N.J.S.A. 13:1K-6 et seq., and the regulations used by NJDEP to administer this statute and published at N.J.A.C. 7:26B.
ISRA Authorization means all compliance with ISRA required before, at or after the Closing and shall include, without limitation, the fully-executed Remediation Certification documents, an authorization from the NJDEP for an alternate compliance option, or an RAO issued by the LSRP.
ISRA Authorization Costs shall mean all costs and expenses incurred in connection with achieving ISRA Authorization, including costs and expenses related to the performance of investigatory and remedial actions, expenses for the handling, treatment, storage, management, transportation and disposal of Hazardous Material, expenses for the procurement, rental, transportation, installation, operation or maintenance of equipment, costs and expenses to comply with public notification requirements, expenses to obtain and comply with permits (including RAPs), contractors, consultants (including LSRPs) and attorneys fees and disbursements, governmental fees and oversight charges, filing fees, and remediation funding source and financial assurance fees, costs and surcharges.
Knowledge of Parent shall mean the actual knowledge of Scott Randolph, Kelly OBrien, Steve Moyer, Don Blackhurst, Jonathan Pritchard, Steven Bush, Joseph Koscinski, William Sickho Jr., Elaine Simpson, Mike Feehan and Tom Schneberger.
Knowledge of Purchaser shall mean the actual knowledge of the Persons listed on Section 1.1(a) of the Purchaser Disclosure Schedule.
Law shall mean any federal, state, local, foreign or supranational law (including common law), act, code, statute, regulation, ordinance, rule, Order or decree by any Governmental Entity.
Liability shall mean all indebtedness, obligations and other liabilities of any kind, whether absolute, determined, accrued, unaccrued, matured, unmatured, absolute, contingent (or based upon any contingency), known or unknown, fixed, asserted, unasserted, primary, secondary, liquidated, unliquidated, or otherwise, in contract, tort, strict liability or whether due or to become due, and without regard to when sustained incurred or asserted or when the relevant events occurred or circumstances existed, including any Liens, fines, penalties, fees, royalties, losses, costs, interest, charges, expenses, damages, assessments, deficiencies, judgments, awards or settlements.