indebtedness created with respect to, or arising under, any deferred purchase price of real property, any conditional sale or other title retention agreement with respect to real property acquired or (v) any guaranty of any such obligations described in clauses (i) through (iv) of any Person other than a the Company or any of its subsidiaries (other than, in any case, accounts payable to trade creditors and accrued expenses, in each case, arising in the ordinary course of business consistent with past practice);
(y) “Intellectual Property” means all intellectual property and proprietary rights of any kind or nature, whether protected, created or arising under any Law, anywhere in the world, including: (i) (A) patents, patent applications and all related provisionals, continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, extensions thereof, and registrations, renewals and foreign counterparts related to the foregoing (“Patents”); (B) copyrights, works of authorship and all registrations, applications, renewals, and foreign counterparts for the foregoing; (C) trademarks, service marks, domain names, trade names, corporate names, logos, social media identifiers, trade dress and other source indicators and the goodwill of the business symbolized thereby and all registrations, applications, renewals, and foreign counterparts for the foregoing; (D) know-how, trade secrets and similar proprietary rights in confidential information of any kind, including in inventions, discoveries, analytic models, improvements, processes, techniques, formulations and specifications; (E) rights in databases, data collection, data sets and aggregated data; and (F) all rights to sue for past, present and future infringements, misappropriations or other violations of any of the foregoing and to secure or recover the proceeds of the foregoing, including licenses, royalties, income, payments, claims and damage;
(z) “IT Systems” means all hardware, software, computer systems, databases, websites, applications, networks, telecommunications systems and other information technology assets, equipment and infrastructure;
(aa) “knowledge” (i) with respect to the Company means the actual knowledge of any of the individuals listed in Section 9.5(v) of the Company Disclosure Letter and all knowledge which would reasonably have been expected to be obtained by such individuals after making reasonable inquiry of their direct reports, and (ii) with respect to Parent or Merger Sub means the actual knowledge of the executive officers of Parent;
(bb) “Law” means any transnational, federal, state, local, municipal, foreign or other law, statute, act, constitution, principle of common law, ordinance, code, decree, order, judgment, writ, rule, regulation, ruling, determination or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity and any award, order, ruling or decision of an applicable arbitrator or arbitration panel;
(cc) “Lease” means any lease or sublease for any Leased Real Property;
(dd) “Lien” shall mean any lien, encumbrance, license, sublicense, covenant not to sue, right of first refusal, security interest, pledge, charge, claim or defect or imperfection of title;
(ee) “Material Adverse Effect” means any event, development, change, effect or occurrence (“Effect”) that, individually or in the aggregate with all other Effects, has a material adverse effect on (x) or with respect to the assets, business, results of operation or financial condition of the Company and its subsidiaries taken as a whole or (y) the Company’s ability to consummate, or prevents the consummation of, the transactions contemplated by this Agreement, including the Merger, by the End Date, provided that, for purposes of the preceding clause (x), no Effects relating to, arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination with any of the following, to constitute or contribute to a Material Adverse Effect or be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur: (i) general conditions, changes or developments in the economy or the financial, debt, capital, credit or securities markets or political, business, legislative or regulatory conditions in the United States or elsewhere in the world, including as a result of changes in geopolitical conditions, including changes in interest rates or exchange rates, supply chain disruptions, or any suspension of trading in securities on any securities exchange, (ii) general conditions, changes or developments in the industries in which the Company or its subsidiaries operate or where the Company’s products or services are researched, developed, tested, manufactured, labeled, packaged, distributed or sold, (iii) changes in any applicable Laws or regulations or applicable accounting regulations or principles or interpretation or enforcement thereof after the date of this Agreement,