arrangements, (i) in respect of dividends declared or distributions payable, (j) incurred in connection with the PPP Loan, to the extent not subject to forgiveness and (k) in the
nature of guarantees of the obligations described in clauses (a) through (j) above of any other Person, in each case excluding intercompany indebtedness.
Intellectual Property means all intellectual property and other proprietary rights throughout the world,
including all of the following: (a) trademarks, service marks, trade names, trade dress, corporate names, logos, Internet domain names, Internet websites and URLs, social media identifiers and other indicia of origin (together with the goodwill
associated therewith); (b) patents, patent applications and inventions and all improvements thereto (whether or not patentable or reduced to practice); (c) copyrights and all works of authorship (whether or not copyrightable);
(d) registrations and applications for any of the foregoing; (e) trade secrets, know-how, processes, methods, techniques, inventions, formulae, technologies, algorithms, layouts, designs, protocols,
specifications, data compilations and databases, and proprietary rights in confidential information; (f) Software; (g) rights of privacy and publicity, including the right to use the name, likeness, image, signature and biographical
information of any natural Person; and (h) moral rights.
Investment Company Act means the
Investment Company Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.
JOBS
Act means the Jumpstart Our Business Startups Act of 2012.
Knowledge of the Company means the
actual knowledge of Jan Nugent and Geoff Van Haeren, after reasonable inquiry.
Law means any laws,
common laws, statutes, rules, acts, codes, regulations, ordinances, determinations, executive orders or Orders of, or issued by, Governmental Entities in the United States or in a foreign jurisdiction.
Legal Dispute means any action, suit or proceeding between or among the Parties arising in connection with
any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document.
Licenses means all licenses, permits (including environmental, construction and operation permits) and
certificates issued by any Governmental Entity.
Liens means mortgages, liens, pledges, security
interests, charges, claims, restrictions, licenses, deeds of trust, defects in title, contingent rights or other burdens, options or encumbrances.
Material Adverse Effect means any event, change, development, effect or occurrence that, individually or in
the aggregate with all other events, changes, developments, effects or occurrences, has had or would reasonably be expected to have a materially adverse effect on the business, assets, liabilities, financial condition or results of operations of the
Company and the Company Subsidiaries, taken as a whole; provided, that the term Material Adverse Effect shall not include any event, change, development, effect or occurrence to the extent caused by or attributable to
(a) changes or proposed changes in laws, regulations or binding decisions of any Governmental Entity, (b) changes or proposed changes in GAAP, (c) actions or omissions of the Group Companies taken with the consent of the Parent
Parties pursuant to this Agreement, (d) actions or omissions of the Group Companies required by this Agreement or the Ancillary Agreements, (e) actions or omissions of the Parent Parties and their respective Affiliates, (f) general
economic conditions, including changes in the credit, debt, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or any disruption of such markets), in each case, in the
United States or anywhere else in the world, (g) events or conditions generally affecting the industries in which the Group Companies operate, (h) global, national or regional political conditions, including national or international
hostilities, acts of terror or acts of war, sabotage or terrorism or military actions or any escalation or worsening of any hostilities, acts of war, sabotage or terrorism or military actions, (i) any epidemic, pandemic or disease outbreak,
(j) acts of God, earthquakes, hurricanes, tornados or other natural
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