or should be, in accordance with GAAP, recorded as capital leases (excluding, for the avoidance of doubt, any operating leases), (vi) all reimbursement, payment or similar obligations, contingent or otherwise, under acceptance, letter of credit or similar facilities to the extent drawn and (vii) any liability of others described in clauses (i) through (vi) above that the Person has guaranteed or that is otherwise its legal liability, and including in clauses (i) through (vii) above any accrued and unpaid interest or penalties thereon.
Investor Rights Agreement has the meaning set forth in the recitals hereto.
Intellectual Property means any rights protectable by applicable Law, throughout the world, in or to the following: (i) patents, utility models and applications therefor, including any reissues, divisionals, continuations, continuations-in-part, provisionals, renewals and extensions and counterparts thereof (Patents); (ii) copyrights, including in works of authorship (including Software), copyright registrations and applications therefor and any other rights thereto (Copyrights); (iii) trademarks, service marks, logos, trade names, trade dress rights and similar designation of origin and rights therein, and registrations and applications (including intent-to-use applications) for registration thereof, together with all of the goodwill associated with any of the foregoing (Marks); (iv) copyrights or sui generis rights in databases and data collections (including knowledge databases, customer lists and customer databases); (v) domain names; (vi) social media usernames (e.g., Twitter handles) and the goodwill associated with any of the forgoing; (vii) trade secrets, rights in confidential information and know-how (Trade Secrets); (viii) any registrations of or applications to register any of the foregoing throughout the world; and (ix) all other intellectual property rights.
IT Systems means the hardware, Software, data, databases, data communication lines, network and telecommunications equipment, Internet-related information technology infrastructure, wide area network and other information technology and communications equipment, owned, leased or licensed by the Company or any of its Subsidiaries (including cloud storage and processing).
Knowledge of the Company, with respect to any matter in question, means the actual knowledge as of the date of this Agreement of the Companys Chief Executive Officer, Chief Financial Officer, Senior Vice President, Chief Administrative Officer and General Counsel, Senior Vice President, Solutions and Technology, Senior Vice President, U.S. Sales, and Senior Vice President, International, in each case, after reasonable inquiry of his or her direct reports.
Law means any U.S. or non-U.S. federal, state, provincial, local or other constitution, law, statute, ordinance, rule, regulation, published policy or requirement, or controlling principle of common law, or any order, in any case issued, enacted, adopted, promulgated, implemented or otherwise put into legal effect by or under the authority of any Governmental Entity.
Legal Proceeding means any claim, action, charge, administrative proceeding, lawsuit, litigation, arbitration or other similar legal proceeding by or before any Governmental Entity or arbitrator.
Liabilities means, collectively, all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due.
Liens means any pledges, liens, charges, mortgages, encumbrances or security interests of any kind or nature.
Malware means any virus, Trojan horse, time bomb, key-lock, spyware, worm, malicious code or other software program designed to or able to, without the knowledge and authorization of the Company or any of its Subsidiaries, disrupt, disable or harm any Software, computer data, network memory or hardware.