Governmental Authority
means any United States federal, state or local or any
non-United
States governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.
Governmental Order
means any order, writ, judgment, injunction, decree, stipulation, determination or award entered or issued by or with any
Governmental Authority (in each case, whether temporary, preliminary or permanent).
Guaranty
means the Third Amended and Restated Guaranty
Agreement, dated June 20, 2017, by and among the subsidiaries of the Company from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified
from time to time.
Hazardous Materials
means all materials, chemicals, substances or wastes defined as hazardous,
pollutant, contaminant, radioactive, harmful, toxic or words of similar import, or regulated as such or for which liability standards of conduct may be imposed, under any Environmental Law,
including petroleum and petroleum products, asbestos or asbestos- containing material or products, urea formaldehyde or polychlorinated biphenyls or materials containing same, lead paint or materials, toxic or hazardous mold, greenhouse gases or
other substances that may have an adverse effect on human health or the environment (including ambient air, vapor, surface water, groundwater, land surface or subsurface strata and natural resources) and any hazardous solid waste.
Holdco Merger
has the meaning ascribed to such term in the recitals of this Agreement.
Holdco Merger Agreement
has the meaning ascribed to such term in the recitals of this Agreement.
Holdco Sub
has the meaning ascribed to such term in
Section
1.01(a)
.
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
Independent Accounting Firm
has the meaning ascribed to such term in
Section
1.03(d)
.
Intellectual Property Rights
means any and all intellectual property rights, whether arising under the Laws of the United States or any foreign
jurisdiction, including all of the following: (A) patents, patent applications and similar rights in patentable inventions (including utility, utility model, design patents and certificates of invention), including all reissues, reexaminations,
divisionals, extensions, provisionals, continuations and
continuations-in-part
thereof (
Patents
); (B) trademarks, service marks, trade dress
rights, trade names, logos, slogans, fictitious and other business names, brand names and other indicia of origin (whether registered or unregistered or common law), including all applications and registrations for the foregoing and all goodwill
associated with the foregoing (
Marks
); (C) works of authorship, copyrights (whether registered or unregistered), and rights in copyrightable subject matter in published and unpublished works of authorship, including
copyrights in Software and all applications and registrations for all of the foregoing (
Copyrights
); (D) (i) trade secret rights in confidential and proprietary information (including trade secret rights in confidential
and proprietary inventions, processes, designs, formulae, methods, data, models, tools, algorithms, Software architectures,
know-how,
ideas, research and development) and (ii) any other materials falling
within the definition of trade secrets as set forth in 18 U.S. Code Section 1890 (
Defend Trade Secrets Act of 2016
) (
Trade Secrets
); (E) Internet domain names and social media accounts;
(F) rights with respect to databases and other compilations and collections of data or information; (G) any rights equivalent or similar to any of the foregoing; and (H) registrations, applications, extensions, reversions and renewals
for any of the foregoing.
Intercompany Agreements
has the meaning ascribed to such term under the Intercompany Framework Agreement.
Intercompany Framework Agreement
means that certain Intercompany Framework Agreement, to be dated as of the Closing, by and between the Company and
LiveRamp, the form of which is attached hereto as
Exhibit C
.
Interested Stockholder
has the meaning ascribed to such term in
Section
4.06(b)
.
IRS
means the U.S. Internal Revenue Service.
Knowledge of Seller
means the actual knowledge as of the date hereof, after reasonable inquiry, of the officers and employees of Seller listed in
Section
10.01
of the Disclosure Schedules.
Law
means any federal, national, state or local, whether foreign,
multi-national, or domestic, law (including common law), statute, treaty, regulation, ordinance, rule, judgment, Governmental Order, decree, approval, Permit, requirement
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