application to register such right, (v) right with respect to any Mark, and any registration for any Mark and any application to register any Mark, along with all goodwill associated with each of the foregoing, (vi) right with respect to any Domain Name, including any registration for any Domain Name, along with all goodwill associated with each of the foregoing, (vii) right with respect to any Proprietary Information, (viii) right with respect to any Database, (ix) right of publicity and personality, including any right with respect to use of a Persons name, signature, likeness, image, photograph, voice, identity, personality, and biographical and personal information and materials, (x) moral right, (xi) renewal, reissue, reversion, reexamination, or extension of any of the foregoing, and (xii) any right equivalent or similar to any of the foregoing.
IRS means the United States Internal Revenue Service.
IT System means any information technology and computer system (including Software, information technology and telecommunication hardware, network and other equipment) relating to the transmission, storage, maintenance, organization, presentation, generation, processing or analysis of data and information and any support, disaster recovery and online service used in or necessary to the conduct of the Company Business.
Key Employees means the individuals listed on Schedule 1.1(b).
Knowledge means the actual knowledge or deemed knowledge, as determined pursuant to this definition, of a particular fact, circumstance, event or other matter in question of any of the Persons listed on Schedule 1.1(c) (collectively, the Entity Representatives). Any such Entity Representative will be deemed to have knowledge of a particular fact, circumstance, event or other matter if such Entity Representative would reasonably be expected to have knowledge of the fact, circumstance, event or other matter after conducting a reasonable inquiry in respect of the applicable subject matter, including a reasonable inquiry of (i) all employees of the Company or any of its Subsidiaries and all independent contractors and advisors of the Company or any of its Subsidiaries, including outside legal counsel and accountants, in each case who would reasonably be expected to be familiar with the matter and (ii) such Entity Representatives books, records and email accounts that would reasonably be expected to contain information relevant to the matter. Notwithstanding the foregoing, the obligation of reasonable inquiry for purposes of Sections 3.14 and 3.15 does not require any of the Entity Representatives to conduct, have conducted, obtain, or have obtained any freedom-to-operate opinions for patents from patent counsel.
Law means any foreign, federal, state, local or municipal law, statute, ordinance, directive, edict, regulation, standard, or rule, any order, ruling, writ, injunction, award, judgment or decree (and any regulations promulgated thereunder), and any other legislative measure or decision having the force of law, treaty, convention or other agreement between states, or between states and supranational bodies, rule of common law, customary law and equity and any civil or other code, applicable to any of the assets, properties, operations and business of the applicable Person.
Liability means any debt, duty, Tax, obligation or liability of any kind or nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, duty, Tax, obligation or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, duty, liability, Tax or obligation is immediately due and payable.
Mark means any trademark, service mark, logo and design mark, trade dress, trade name and brand name, together with all goodwill associated with any of the foregoing.