(including mechanics, materialmens, carriers, workmens, warehousemans, repairmens, landlords and similar liens granted or which arise in the ordinary
course of business consistent with past practice), (c) in the case of real property, Encumbrances that are easements, rights-of-way, encroachments, restrictions,
conditions and other similar Encumbrances incurred or suffered in the ordinary course of business consistent with past practice and which, individually or in the aggregate, do not and would not materially impair the use (or contemplated use),
utility or value of the applicable real property or otherwise materially impair the present or contemplated business operations at such location, or zoning, entitlement, building and other land use regulations imposed by Governmental Bodies having
jurisdiction over such real property or that are otherwise set forth on a title report.
Person shall mean any
individual, Entity or Governmental Body.
Personal Data means (i) information that, alone or in combination with
other information, can identify or be associated with a unique individual, household, or device, and is subject to a Legal Requirement governing data privacy, security, or protection; and (ii) any information defined as personal
data, personal information, personally identifiable information, or similar term under an applicable Legal Requirement, Contract, or policy of any Acquired Company.
PPP Loan shall mean those certain promissory notes, between (a) Texas Security Bank, as lender, and Impiger
Technologies Inc., as borrower, dated April 14, 2020, in the initial principal amount of $44,200 and (b) Texas Security Bank, as lender, and Impiger Technologies Inc., as borrower, dated April 14, 2020, in the initial principal amount
of $213,900.
Pre-Closing Period is defined in
Section 5.1 of the Agreement.
Promissory Note is defined in
Section 1.3(b) of the Agreement.
Real Property Leases means all leases, subleases, licenses,
concessions and other Contracts pursuant to which any Acquired Company holds any Leased Real Property, and each amendment, modification, extension, renewal, guaranty and supplement related thereto.
Registered IP shall mean all Patents, Trademarks and Copyrights that are registered or issued under the authority of any
Governmental Body, and all applications for any of the foregoing.
Release shall mean any presence, emission, spill,
seepage, leak, escape, leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal, migration, or release of Hazardous Materials from any source into or upon the environment, including the air, soil, improvements, surface water,
groundwater, the sewer, septic system, storm drain, publicly owned treatment works, or waste treatment, storage, or disposal systems.
Representatives shall mean officers, directors, employees, attorneys, accountants, investment bankers, consultants, agents,
financial advisors, other advisors and other representatives.
Sanctioned Country shall mean any of Crimea, Cuba, Iran,
North Korea, Sudan or Syria, or the Donetsk Peoples Republic and Luhansk Peoples Republic regions of Ukraine.