disclosures, patents, and patent applications, (iv) all source code, inventions, discoveries, technology, know-how and trade secrets, (v) all computer programs, content, and other computer software, and (vi) all drawings, schematics, records, and confidential or proprietary information related to any of the foregoing.
Intellectual Property Registrations. Intellectual Property Registrations means all: (i) patents, including applications therefor; (ii) registered trademarks and applications to register trademarks; (iii) copyright registrations and applications to register copyrights; and (iv) domain name registrations.
Intellectual Property Representations. Intellectual Property Representations means the representations and warranties set forth in Section 2.7.
IP Cap. IP Cap means $48,000,000, or such larger amount as may be available under the R&W Insurance.
Johnson. Johnson means Brian Johnson, one of the Retained Key Owners.
Legal Proceeding. Legal Proceeding means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority or any arbitrator or arbitration panel.
Legal Requirement. Legal Requirement means any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, 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 Authority.
Liability. Liability means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unasserted, contingent, indirect, conditional, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and payable.
Material Adverse Effect. A violation or other matter will be deemed to have a Material Adverse Effect if such violation or other matter would be reasonably likely to have a material adverse effect on Companys ability to perform its obligations hereunder or it business, condition, or operations, taken as a whole, except to the extent resulting from (i) changes in general, local, domestic, foreign, or international economic conditions, including, without limitation, changes resulting from epidemics or global pandemics (including, for the avoidance of doubt, the COVID-19 virus), (ii) changes affecting generally the industries or markets in which Company operates, (iii) fluctuations in sales or earnings or failure of the Company to meet internal or published sales, earnings, budgets, plans, forecasts or other financial or non-financial projections or estimates (provided, any change, event, or development underlying such fluctuation or failure not otherwise excluded in the other exceptions in clauses (i) through (ii) and (iv) through (xii) of this definition may be taken into account in determining whether a Material Adverse Effect has occurred); (iv) acts of war, sabotage or terrorism, military actions or the escalation thereof, and acts of God or other calamities, including hurricanes, earthquakes, floods or other natural disasters, in each case, whether commenced before or after the date hereof, and whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack; (vi) any changes in Legal Requirements or accounting rules or principles, including changes in GAAP, (vii) any other action required by this Agreement, (viii) (for the purposes compliance with Section 5.1(b) only) the execution, announcement, performance or pendency of, or the taking of any action contemplated by, or other third party awareness of, this Agreement or the agreements or transactions contemplated hereby, (ix) any actions taken, or failures to take action, in each case, to which Purchaser has consented or the failure to take actions specified in Section 4.1 and Section 4.4 due to Purchasers failure to consent thereto following the request of the Equityholder Representative or the Company, (x) any adverse change in or effect on the business, results of operations or financial condition of the Company that is covered by insurance;