Intellectual Property means (i) all patents, patent applications, trademarks, service marks, tradenames, copyrights and other works of authorship, Software, domain names, trade secrets, inventions, knowhow, techniques and other proprietary intangible items, and any tangible embodiments of any of the foregoing; and (ii) any and all rights relating to, arising from, or associated with any of the items listed or described in clause (i).
Interests has the meaning set forth in the recitals.
IT Systems means all computer systems, computer programs, networks, hardware, software, software engines, electronic databases and websites used to process, store, maintain and operate data, information and control systems owned or used by the Sale Entities and the JV Company.
JV Company means White River Hub, LLC, solely to the extent of Sellers indirect ownership interest therein.
Law means any applicable constitutional provision, statute, ordinance or other law, rule, regulation, or interpretation of any Governmental Authority and any decree, injunction, stay, judgment, order, ruling, decision, assessment or writ.
Licensed IP means all Intellectual Property used or held for use by any Sale Entities in the conduct of its business, in each case that are not owned by such Sale Entities.
Liens means all pledges, liens, charges, mortgages, encumbrances, adverse claims, licenses, purchase options, call options, rights of first offer and rights of first refusal, easements, rights-of-way, security interests and other use agreements and encroachments of any nature whatsoever.
Marked Materials has the meaning set forth in Section 5.9.
material or materially means, when used with respect to Seller, material to the Sale Entities and JV Company, taken as a whole, and when used with respect to Buyer, material to Buyer.
Material Adverse Effect shall mean any circumstance, change, event, occurrence or effect that (a) has, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or financial condition of the Sale Entities and the JV Company taken as a whole; provided that no circumstance, change, event, occurrence or effect, directly or indirectly, arising out of, resulting from or relating to the following, individually or in the aggregate, shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred: (i) any circumstance, change, event, occurrence or effect in any of the industries or markets in which any Sale Entity or the JV Company operates, including natural gas distribution, exploration, production, storage or transmission industries (including, in each case, any changes in the operations thereof or with respect to system-wide changes or developments in natural gas transmission, exploration, production, storage or distribution systems); (ii) any enactment of, change in, or change in interpretation of, any Law or U.S. GAAP or governmental policy; (iii) general economic, regulatory or political conditions (or changes therein) or conditions (or