Lien shall mean any lien, pledge, hypothecation, charge, mortgage,
security interest, encumbrance or other restriction of similar nature (including any restriction on the transfer of any security or other asset, or any restriction on the possession, exercise or transfer of any other attribute of ownership of any
asset).
Multiemployer Plan shall mean any multiemployer plan within the meaning of Section 3(37) or
Section 4001(a)(3) of ERISA.
NASDAQ shall mean The Nasdaq Global Market.
Order shall mean any order, judgment, award, decision, decree, injunction, ruling, writ or assessment of any Governmental
Authority (whether temporary, preliminary or permanent) that is binding on any Person or its property under applicable Law.
Permit shall mean franchises, grants, authorizations, establishment registrations, licenses, permits, easements, variances,
exceptions, Consents, certificates, approvals and Orders of any Governmental Authority.
Permitted Liens shall mean any
of the following: (a) Liens for Taxes, assessments and governmental charges or levies not yet delinquent or, if delinquent, that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been
established in the consolidated financial statements of the Company; (b) mechanics, carriers, workmens, warehousemans, repairmens, materialmens, landlords or other Liens arising or incurred in the ordinary
course of business relating to obligations as to which there is no default for a period greater than thirty (30) days or that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established
in the consolidated financial statements of the Company; (c) easements, covenants and rights of way (unrecorded and of record) and other similar restrictions, zoning, entitlements, conservation, building and other land use and environmental
restrictions or regulations promulgated by Governmental Authorities, in each case, that do not materially and adversely impact the current use of the affected property; (d) Liens the existence of which are disclosed in the notes to the
consolidated financial statements of the Company included in the Companys Annual Report on Form 10-K for the year ended December 31, 2022, the Companys subsequent Quarterly Reports on Form 10-Q or the Companys subsequent Current Reports on Form 8-K; (e) all exceptions, restrictions, imperfections of title, charges and other non-monetary Liens that do not materially and adversely interfere with the present use of the assets of the Company and its Subsidiaries, taken as a whole; (f) Liens arising under any lines of credit or other
credit facilities or arrangements of the Company or any of its Subsidiaries in effect on the date hereof (or any replacement facilities thereto permitted pursuant to Section 5.1); (g) Liens incurred in the ordinary course
of business in connection with workers compensation, unemployment insurance and other types of social security; and (h) with respect to leased or non-exclusively licensed personal property or
Intellectual Property, the terms and conditions of the lease or license applicable thereto.
Person shall mean any
individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability
company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Authority.
Personal
Information shall have the same meaning as personal data, personal information, protected health information, or personally identifiable information under applicable Data Protection Laws.
Process or Processing shall mean, with respect to data, the access, use, collection, treatment,
processing, storage, hosting, recording, organization, adaption, alteration, transfer, retrieval, transmittal, sharing, securing, maintenance, consultation, disclosure, retention, linkage, deletion, disposal or combination of such data.
Registered Intellectual Property Rights shall mean all Domain Names and all Intellectual Property Rights that are the
subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.
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