Intellectual Property Assignment Agreement shall mean the Intellectual Property Assignment Agreement, by and among Purchaser, Company and Seller, in form and substance to be reasonably agreed prior to the Closing.
Intellectual Property Rights shall mean any and all of the rights in or associated with the following throughout, or anywhere in, the world: (i) Patents; (ii) rights in trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations; applications for registration, and renewals of, any of the foregoing throughout the world (Trademarks), (iii) copyrights (registered and unregistered) and applications for registration or renewal of copyright and similar or equivalent rights in works of authorship (Copyrights); (iv) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (Trade Secrets); (v) uniform resource locators, website addresses and domain names (Domain Names), and social media account or user names (including handles), whether or not Trademarks, social media sites and pages, and all content and data thereon whether or not Copyrights; (vi) Software; (vii) mask works, and all registrations, applications for registration, and renewals thereof; (viii) rights of publicity; and (ix) any equivalent intellectual property rights right to the foregoing.
JAMS shall have the meaning set forth in Section 10.8(a).
July 2019 Acquired Accounts Receivable shall mean all Acquired Accounts Receivable established with respect to all Seller campaigns run during the month of July, 2019.
Knowledge of the Seller Parties (and derivations thereof) shall mean the actual knowledge of HP Jin, Brent Fraser, Brett Kohn, Adeel Manzoor, Dave Ritenour, Fuad Ahmad and Garry McGuire.
Law shall mean any applicable U.S. or non-U.S. federal, state, local or other constitution, law, statute, ordinance, rule, regulation, directive, published administrative position, policy or principle of common law issued, enacted, adopted, promulgated, implemented or otherwise put into legal effect by or under the authority of any Governmental Entity.
Lease shall mean any lease or Contract for Leased Real Property of Seller used primarily in connection with the operation of the Business and/or ownership or storage of any of the Purchased Assets that are tangible personal property.
Leased Real Property shall mean, with respect to any Person, the real property leased, subleased or licensed by such Person, in each case, as tenant, subtenant, licensee or other similar party, together with, to the extent leased, licensed or owned by such Person, all buildings, facilities or leasehold improvements, currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property and other assets of every kind, nature and description of such Person located at or attached or appurtenant thereto and all easements, licenses, rights, options, privileges and appurtenances relating to any of the foregoing.
Legal Requirement shall mean any applicable common law and any applicable law, statute, regulation, rule, ordinance, Order, administrative order, treaty, standard, decree, or judgment duly enacted, adopted, or promulgated by any Governmental Entity and having the force and effect of law.
Liability or Liabilities shall mean any direct or indirect liability, Indebtedness (or other indebtedness), obligation, expense, claim, Loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, known or unknown, accrued or unaccrued, due or to become due, liquidated or unliquidated.