communications lines, and all other information technology equipment and associated documentation, reference and resource materials.
Insurance Policies
shall have the meaning set forth in
Section
3.17
.
Intellectual Property
means, collectively, all U.S. and foreign intellectual property rights, including rights in
(i) trademarks, service marks, brand names, certification marks, collective marks, d/b/as, Internet domain names, social media account identifiers, logos, designs, symbols, trade dress, trade names, and other indicia of origin, all applications
and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of the same; (ii) all patents, patent applications, and invention disclosures, including divisions, continuations,
continuations-in-part,
extensions, reissues, reexaminations, and any other governmental grant for the protection of inventions or industrial designs; (iii) trade secrets
and related confidential and proprietary
know-how
(including all confidential and proprietary ideas, concepts, research and development, plans, proposals and processes), schematics, business methods, formulae,
technical data, specifications, operating and maintenance manuals, drawings, prototypes, models, designs, customer lists, supplier lists, inventions, discoveries and improvements thereto, whether patentable or not, and all other confidential
information and proprietary information (
Trade Secrets
); (iv) published and unpublished copyrightable works of authorship in any media (including software, source code, object code, algorithms, databases and other
compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof and all derivative, compilation and ancillary rights of every kind, related
to copyrights; and (v) moral rights and rights of publicity.
Intended Tax Treatment
shall have the meaning set
forth in the Recitals hereto.
Intentional Breach
shall mean, with respect to any representation, warranty, agreement
or covenant, an action or omission taken or omitted to be taken that the breaching party intentionally takes (or intentionally fails to take) and knows (or reasonably should have known) would, or would reasonably be expected to, cause a material
breach of such representation, warranty, agreement or covenant.
IRS
shall mean the United States Internal Revenue
Service.
Knowledge
shall mean, (i) with respect to Venus, the actual knowledge of the individuals listed on
Section 10.12(a) of the Venus Disclosure Letter, or (ii) with respect to Comet, the actual knowledge of the individuals listed on Section 10.12(a) of the Comet Disclosure Letter.
Law
shall mean any federal, state, local or foreign law, statute, ordinance, rule, regulation, Order or agency requirement
of any Governmental Entity.
Legal Restraint
shall have the meaning set forth in
Section
8.01(c)
.
Letter of Transmittal
shall have the meaning set forth in
Section
2.02(a)
.
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