trade secrets, confidential or proprietary information, and rights in know-how that derives independent economic value, whether actual or potential, from not being known to other Persons (collectively, Trade Secrets), (f) rights in software (whether in source code or object code form), data, databases, and collections of data, and (g) any documentation and records (in any form or medium) relating to any of the foregoing clauses (a) through (f).
IRS shall mean the U.S. Internal Revenue Service.
Joint Venture shall mean each of PQ Silicates Limited, KILT LLC, and PQ Holdings Mexicana S.A. de C.V.
Kansas City Agreement shall mean the Agreement, dated June 19, 2018, between PQ Corporation, located in Kansas City, Kansas and the United Steelworkers on behalf of Local 348.
Knowledge of Parent shall mean the actual knowledge of Al Beninati, Renato Soares, Jim Hayward, Michael Chan, Peter Waalkens, Jose Bezerra, Tony Nock, Mike Feehan, Joe Koscinski, Tom Schneberger, William J. Sichko, Jr. and Elaine Simpson and, with respect to Section 4.18 only, Adam Murphy and Jonathan Pritchard.
Knowledge of Purchaser shall mean the actual knowledge of Dev Kapadia, Vance Holtzman, Mathew Wallace and Jon Chisholm.
Law shall mean any federal, state, local, foreign or supranational law, act, statute, code, regulation, ordinance, rule, Order or decree by any Governmental Entity.
Liability shall mean all indebtedness, obligations and other liabilities, whether absolute, accrued, matured, contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due, including any fines, penalties, losses, costs, interest, charges, expenses, damages, assessments, deficiencies, judgments, awards or settlements.
Liens shall mean all liens, pledges, charges, security interests, restrictions on transfer (other than restrictions on transfer arising under applicable securities Laws) or other similar encumbrances.
Loss shall mean, any damage, Liability, demand, claim, action, cause of action, Tax, cost, deficiency, penalty, award, judgement, fine, or other loss or out-of-pocket expense (including interest, penalties, reasonable attorneys, consultants and experts fees), whether or not arising out of a third party claim, against or affecting such Person; provided, that the parties agree that Loss shall not include any punitive damages or any indirect damages that are not the reasonably foreseeable result of, and proximately caused by, the breach, or other event giving rise to such damages, in each case, except to the extent such damages are determined to be payable to a third party in connection with a final nonappealable judgement made with respect to a third partys claim.
Malvern Sublease Agreement shall mean the Sublease Agreement to be entered into at the Closing, which agreement shall be in Approved Form.