Intellectual Property means all intellectual property rights existing anywhere in the world including all (i) patents and patent applications, including continuations, divisionals, continuations-in-part, reissues or reexaminations and patents issuing thereon (collectively, Patents), (ii) trademarks, service marks, trade dress, logos, corporate names, trade names and Internet domain names, together with the goodwill associated with any of the foregoing, and all applications and registrations therefor (collectively, Marks), (iii) copyrights and registrations and applications therefor, works of authorship and moral rights (collectively, Copyrights), (iv) Software, (v) trade secrets, know-how, formulae, inventions (whether or not patentable), processes, techniques, technical data, designs, drawings, specifications, databases and proprietary customer data, in each case excluding any rights in respect of any of the foregoing that comprise or are protected by issued patents or patent applications that have been published (collectively, Trade Secrets), (vi) social media usernames and (vii) all other intellectual property rights.
Key Employees shall mean the persons set forth on Section 9.17 of the Company Disclosure Schedule.
Knowledge of the Company and similar phrases mean the actual knowledge of Will Arora, Allison OHair Arzeno, John Lorge, Michael Paulus, Michael Rowell, Simba Rusike, Gulliver Swenson and Michael Westover.
Law means any domestic or foreign federal, state or local law, statute, code, ordinance, rule, regulation, Governmental Entity guidance (including the Medicare Communications and Marketing Guidelines, as amended) or Order of any Governmental Entity.
Leakage means, other than Permitted Payments, any of the following payments, liabilities or obligations arising after the Balance Sheet Date and not reflected on the Balance Sheet (whether paid, accrued or incurred), in each case provided that no such payment, liability or obligation shall be included in any calculation of aggregate Leakage more than once:
(a) any dividend payment or distribution (including with respect to Taxes) declared, paid or made by the Company or any of its subsidiaries to any of the Shareholders or their affiliates;
(b) any purchase, redemption or other acquisition, whether direct or indirect, of any equity interests of the Company or any of its subsidiaries or any rights, warrants or options to acquire such equity interests, including any purchase, redemption or acquisition permitted by Section 5.2(a)(ii), and any other payments in respect of or related to any Option, Restricted Share, Phantom Award, Transaction Bonus Unit or other equity security, including the employers portion of any employment Tax associated with any such payment or the vesting thereof;
(c) any payments made by the Company or any of its subsidiaries to any of the Shareholders in respect of any loan capital (including, for the avoidance of doubt, any loans to the Company by any of the Founders) or share capital or other securities of the Company being redeemed, purchased or repaid or any other return of capital;