under interest rate or currency swap transactions or other hedging contracts (valued at the termination value thereof), and (vi) guarantees by the Company or a Company Subsidiary (to the extent of the amount of such guarantees) of any indebtedness of a third party of the type described in the foregoing clauses (i) through (v). Notwithstanding the foregoing, “Indebtedness” shall not include any obligations under operating leases or real property leases or intercompany Indebtedness between the Company or a Company Subsidiary, on the one hand, and the Company or a Company Subsidiary, on the other hand.
“Intellectual Property” means all of the following: (i) any patent and patent application (including all reissues, divisions, continuations, continuations-in-part and extensions thereof), (ii) any trademark, service mark, trade name, business name, trade dress, Internet domain name, social media accounts, together with all goodwill associated exclusively therewith, (iii) any copyright (including copyrights in works of authorship and software), design, design registration and database rights, (iv) any trade secrets, including rights in know-how, formulae, recipes, technology and other confidential and proprietary information, and (v) any other intellectual property rights throughout the world.
“Knowledge of Parent” means the actual knowledge of any of the individuals identified on Schedule 1 hereto.
“Knowledge of the Company” or “Company’s Knowledge” means the actual knowledge of the individuals identified on Section 1.01(a) of the Company Disclosure Schedule.
“Law” means any applicable supranational, federal, national, state, municipal, provincial or local law, statute, constitution, treaty, ordinance, code, decree, or law (including common law), or any rule, regulation, Order or agency requirement of, or issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under any competent Governmental Authority, whether or not inside or outside the United States or any other country.
“liability” or “liabilities” means with respect to any person, any liability, debt, deficiency, penalty, assessment, fine, claim, loss, damage or other obligation of such person whether known or unknown, whether asserted or unasserted, whether determined, determinable or otherwise, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether directly incurred or consequential, whether due or to become due and whether or not required under GAAP to be accrued on the financial statements of such person.
“Liens” means any and all security interests, pledges, charges, options, puts, calls, preemptive purchase rights, easements, rights of first offer or refusal, mortgages, liens and any other similar encumbrances, other than (i) any license of or grant of a right to use any Intellectual Property or any license of or grant of right disclosed under Section 4.08(a)(xi) of the Company Disclosure Schedule and (ii) solely with respect to any equity security, any restrictions on transfer arising under federal or state securities Laws.
“Material Adverse Effect” means any change, effect, event, occurrence, development, condition or fact that, individually or in the aggregate with all other changes, effects, events, occurrences, developments, conditions or facts, has had or would reasonably be expected to have a material adverse effect on (A) the business, condition (financial or otherwise), assets, liabilities or results of operations of the Company and the Company Subsidiaries, taken as a whole or (B) the ability of the Company to consummate the Transactions or perform its obligations hereunder; provided, however, that, solely with respect to the foregoing clause (A), in no event shall any change, effect, event, occurrence, development, condition or fact resulting from or relating to any of the following, alone or in combination, be deemed to constitute, nor be taken into account in determining whether there has been, or there is reasonably expected to be, a Material Adverse Effect: (i) any change in general political, social, geopolitical or regulatory conditions, (ii) any change in economic, financial, commodity, credit or capital market conditions, including interest, foreign exchange or exchange rates, (iii) any change generally affecting the industries in which the Company and the Company Subsidiaries operate, (iv) any change occurring after the date hereof in accounting requirements or principles required by GAAP (or any authoritative interpretations thereof), (v) any adoption, implementation, promulgation, repeal, modification, change, reinterpretation or proposal occurring after the date hereof of any Law, (vi) any seasonal fluctuations affecting the businesses of the Company or the Company Subsidiaries, (vii) any change in prices, availability or quality of raw materials used in the businesses of the Company or the Company Subsidiaries, (viii) social unrest, riots, protests, geopolitical conditions, any outbreak, escalation or acts of terrorism or sabotage, cyberattack, armed hostility or war (whether or not declared), any weather-related event, fire, earthquake, hurricane, flood or other natural disaster, any