Intellectual Property means all intellectual property and industrial property used by the Vendor, as at the Execution Date, the Corporation, as at the Effective Date, and by JV Subco as at the Closing Date in the Business, throughout the world, whether or not registrable, patentable or otherwise formally protectable, and whether or not registered, patented, otherwise formally protected or the subject of a pending application for registration, patent or any other formal protection, including all rights, titles, interests, and benefits in and to (a) trade-marks, service marks, trade dress, corporate, partnership and business names, fictitious names and other trade names, (b) inventions, patent rights, arts, and processes, (c) Works, Copyrights, neighbouring rights, moral rights, Software and Databases, (d) Designs and industrial Designs, (e) Know-How, trade secrets, proprietary information, formulae, recipes, systems, methods and techniques and related documentation, customer and supplier information, and market and survey information, (f) telephone numbers, Domain Names and social media identities, and all derivatives, modifications and improvements of the foregoing.
Interim Financial Statements means the unaudited financial statements of the Business for the four (4) month period ended March 31, 2019, true and complete copies of which are attached as Schedule 3.1(10).
Interim Period means the period from the date of this Agreement to the Closing Time.
Inventories means all inventories of stock-in-trade and merchandise including materials, supplies, work-in-progress, finished goods, tooling, service parts and purchased finished goods owned by the Vendor, as at the Execution Date, the Corporation, as at the Effective Date, and by JV Subco, as at the Closing Date (including those in possession of suppliers, customers and other third parties).
IT Systems means all computer hardware, devices, peripheral equipment, Software and firmware, Data and Databases, technology infrastructure and other information technology systems and services that are used by or accessible to the Vendor, as at the Execution Date, the Corporation, as at the Effective Date, and by JV Subco, as at the Closing Date to operate the Business and to receive, store, process or transmit Data.
ITA means the Income Tax Act, R.S.C. 1985, c. 1 (5th Supplement).
JV Subco has the meaning set out in the recitals.
Know-How means all know-how, trade secrets, proprietary information, confidential information and information of a sensitive nature used by the Vendor, as at the Execution Date, the Corporation, as at the Effective Date, and by JV Subco, as at the Closing Date, in the Business that have value to the Business or relate to business opportunities for the Business, in whatever form communicated, maintained or stored, including (a) all formulae, recipes, algorithms, business methods, technical processes, specifications, manuals, drawings, prototypes, models, corporate plans, management systems and techniques, (b) all information relating to the research, development, marketing, sales or post-sales activities of any past, present or future goods or services, including journals, notebooks, design documentation, engineering documentation, costing information, advertising plans, pricing information, customer names, customer lists and other details of customers, supplier names, supplier lists and other details of suppliers, sales targets, sales statistics, market share information, market research and survey information.
Lands means all real property that the Vendor, as at the Execution Date, the Corporation, as at the Effective Date, or JV Subco, as at the Closing Date, owns, leases or in which it otherwise has an interest, including the Owned Lands and the Leased Premises, together with all easements, rights-of-way and interests appurtenant to them.
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