Know-How shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein.
Kwidzyn Purchase Agreement shall mean the Share Purchase Agreement, dated August 4, 2021, by and among Parent, International Paper (Poland) Holdings SP. z.o.o., Mayr-Melnhof Cartonboard International GmbH and Mayr-Melnhof Karton AG.
Latent Injury Liabilities shall mean all Liabilities arising out of or related to Third-Party Claims alleging latent personal injury, including claims arising out of or relating to exposure to silica, industrial talc, per- and polyfluoroalkyl substances a/k/a PFAS, asbestos and asbestos-containing material or any other Hazardous Material.
Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.
Leases shall mean the Temporary Occupancy Agreement, and the other leasing or subleasing agreements to be entered into by and between Parent and SpinCo or members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement.
Liabilities shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, Action (including any Third-Party Claim), order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case including all costs and expenses relating thereto.
Linked shall have the meaning set forth in Section 2.9(a).
Losses shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including reasonable out-of-pocket legal and accounting fees and expenses and costs of investigation, litigation and enforcement of claims under Article IV), whether or not involving a Third-Party Claim.
Non-Performing Party shall have the meaning set forth in Section 4.11(a)(i).