Intellectual Property means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (Patents); (b) 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 (Trademarks); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (Copyrights); (d) internet domain names, social media user account administrator rights and user names (including handles), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs, and all Patents, registrations, applications for registration, and renewals thereof; (g) 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); (h) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and (j) to the extent not otherwise described above, all other intellectual or industrial property and proprietary rights.
Interim Balance Sheet has the meaning set forth in Section 3.07.
Interim Balance Sheet Date has the meaning set forth in Section 3.07.
Interim Financial Statements has the meaning set forth in Section 3.07.
Knowledge of the Company or the Companys Knowledge or any other similar knowledge qualification, means the actual knowledge of any member of the Management Group after reasonable due inquiry.
Law means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.
Liabilities has the meaning set forth in Section 3.08.
Licensed Intellectual Property means all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Sellers or any of their respective Affiliates.
Losses means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that Losses shall not include lost profits, diminution in value or consequential or punitive damages, except to the extent that punitive damages are actually awarded to a Governmental Authority or other third party.
Management Group means, collectively, Steven Arntzen, Heidi Schmalz and Merle Frank.
Management Group Escrow Percentages means the percentages of the Management Group members as set forth and identified as such on Schedule 2.03.