Financing Indemnitees shall have the meaning set forth in
Section 5.19(f).
Funding Obligations shall have the meaning set forth in
Section 4.7(b).
Funds shall have the meaning set forth in
Section 4.7(b).
GAAP shall mean the United States generally accepted accounting principles.
Governmental Authority shall mean any United States (federal, state or local) or foreign government, or any
governmental, regulatory, judicial or administrative authority, agency or commission or any court, tribunal or judicial body.
Grant Date shall have the meaning set forth in Section 3.2(e).
Group has the meaning as used in Section 13 of the Exchange Act.
Hazardous Materials shall mean (a) any petrochemical or petroleum products,
by-products, derivatives or wastes, radioactive materials, asbestos or asbestos containing materials or products, urea formaldehyde foam insulation, polychlorinated biphenyls or materials containing same, per- and polyfluoroalkyl substances or lead or lead-based paints; (b) any chemicals, materials or substances defined as or included in the definition of hazardous substances, hazardous
wastes, hazardous materials, restricted hazardous materials, extremely hazardous substances, toxic substances, contaminants or pollutants or words of similar meaning and
regulatory effect; or (c) any other chemical, material or substance, exposure to which is prohibited, limited, or regulated pursuant to any applicable Environmental Law.
HSR Act shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Intellectual Property shall mean (a) patents, utility models and industrial design registrations and applications
(including any continuations, divisionals, continuations-in-part, provisionals, renewals, reissues, re-examinations and
applications for any of the foregoing) (Patent Rights); (b) trademarks, service marks, trade names, brand names, slogans, logos, trade dress, and similar designations of source or origin, in each case together with all goodwill
associated with any of the foregoing, and all registrations and applications for registration related to any of the foregoing (Trademark Rights); (c) copyrights, mask works (including any registrations, applications and renewals
for any of the foregoing) and moral rights (Rights Under Copyright); (d) rights associated with the registration, ownership, or use of any internet domain name, together with rights in such internet domain name and any account
associated therewith (Internet Domain Names); (e) rights associated with the registration, ownership, or use of an account with a proprietor of an internet-based application or Web site that facilitates the creation and exchange
of user-generated content, such as Facebook, Twitter, Pinterest, Google+ or Instagram; (f) confidential know-how, proprietary processes, formula, algorithms, models, methodologies, inventions,
discoveries, research and development, compositions, technical data, procedures, designs, including customer lists, supplier lists, pricing and cost information, and business and marketing plans and proposals, in each case that is held as a trade
secret; and (g) all other similar intellectual property rights which subsist in any part of the world.
Intentional
Breach means, with respect to any representation, warranty, agreement, covenant or obligation in this Agreement, an action or omission (including a failure to cure circumstances) 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, covenant or obligation.
Intervening Event means any material event, change, occurrence or development that materially affects the business,
financial condition or operations of the Company and is unknown and not reasonably foreseeable to the board of directors and executive officers of the Company as of the date of this Agreement (or, if known or
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