of the type described in clauses (a) through (g) above or clause (i) secured by a Lien on the assets of such Person; and (i) accrued interest, penalties, fees, reimbursements and premiums that would arise at Closing as a result of the discharge of such amount owed in connection with the Transactions. Notwithstanding the foregoing, “Indebtedness” shall not include (x) any trade payables incurred in the ordinary course of business, (y) operating lease obligations incurred in the ordinary course of business or any leases accounted for under ASC 842 or (z) letters of credit, bankers’ acceptances and similar instruments to the extent undrawn.
“Information Privacy and Security Laws” means all Laws relating to the Processing, use, disclosure, collection, privacy, confidentiality, integrity, availability, protection, transfer or security of any data or information (including Personal Information) in the possession, custody or control of the Company, or held or processed on behalf of the Company, including any data breach notification Laws and Anti-Spam Laws, in each case, applicable to the Company.
“Information Privacy and Security Obligations” means all (a) material Contracts to which the Company is a party or otherwise bound, (b) self-regulatory standards applicable to the Company and (c) posted or public written Company policies and procedures, in each case of (a), (b) and (c), relating to the Processing, use, disclosure, collection, privacy, confidentiality, integrity, availability, protection, transfer or security of data or information (including Personal Information).
“Intellectual Property” means all rights, title, and interests in and to all intellectual or industrial property rights of every kind and nature however denominated, throughout the world, including any of the following: (a) patents and patent applications, including provisional and international applications, and all divisionals, continuations, continuations-in-part, reissues and reexaminations of any of the foregoing; (b) trademarks, service marks, trade dress, logos, trade names, and brands and other similar indicia of source or origin, and registrations and applications for registration thereof, together with all of the goodwill associated therewith; (c) copyrights (registered or unregistered) and registrations and applications for registration thereof; (d) internet domain names; (e) database rights and any other rights in Software; (f) trade secrets, know-how, and confidential information, including inventions, invention disclosures, know-how, technical data or information, research and development information, rights in customer and vendor lists and customer records, reports, Software development methodologies, process technology, plans, drawings, blueprints, business forecasts and marketing strategies, and business plans; (g) rights of publicity and moral rights; and (h) all renewals for any of the foregoing.
“International Trade Permit” means any Governmental Authorization issued under any applicable Trade Laws.
“IRS” means the United States Internal Revenue Service.
“IT System” means any Software (including Company Software), hardware, network or systems owned, used, operated, or controlled by or on behalf of the Company and used in the conduct of the businesses of the Company, including any server, workstation, router, hub, switch, endpoints, platforms, websites, storage, firmware, automated processes, data line, desktop application, server-based application, mobile application, information technology, operational technology or cloud service hosted or provided by or for the Company, whether licensed, owned, leased or outsourced.
“Knowledge” means (a) with respect to Parent or Merger Sub, the actual knowledge (after reasonable inquiry of their direct reports) of the individuals listed on Annex 1 and (b) with respect to the Company, the actual knowledge (after reasonable inquiry of their direct reports) of the individuals listed on Section 1.01 of the Company Disclosure Letter.
“Law” means any U.S. federal, state, commonwealth, district, regional or local, including county or any non-U.S. federal, provincial, municipal or other law (including common law), statute, code, treaty, convention, ordinance, rule, regulation, by-law, decision, Order or similar requirement of any Governmental Entity.
“Leased Real Property” means all real property leased, subleased or licensed to the Company and its Subsidiaries, including all buildings, structures, fixtures and other improvements thereon with aggregate annual base rental payments greater than $420,000.
“Legal Proceeding” means any action, including enforcement action, suit, litigation, arbitration, charge, proceeding (including any civil, criminal, administrative, investigative, regulatory or appellate proceeding),