CompUSA 2014 Annual Report Download - page 125

“Company IP Agreements”
means all licenses with an annual value of at least $20,000, all sublicenses with an annual value of
at least $20,000, consent to use agreements, and other Contracts (including any right to receive or obligation to pay royalties or any other
consideration) with an annual value of at least $20,000, relating to Intellectual Property to which any Company is a party.
“Company IP Registrations”
means all Company Intellectual Property that is subject to any issuance registration, application
or other filing by, to or with any Governmental Entity or authorized private registrar in any jurisdiction, including registered trademarks, domain
names and copyrights, issued and reissued patents and pending applications for any of the foregoing.
“Confidentiality Agreement” shall have the meaning specified in Section 5.5.
“Coverage Period” shall have the meaning specified in Section 5.11(e)(ii).
“CPR” shall have the meaning specified in Section 10.4 of this Agreement.
“Disclosure Schedule” shall mean the Seller ’
s Schedules, dated as of the date of this Agreement, delivered by the Seller to the
Buyer contemporaneously with the execution and delivery of this Agreement and as the same may be updated from time to time after the date of
this Agreement and prior to the Closing Date in accordance with the terms of Section 5.7(b) of this Agreement, which shall not include any
Exhibits.
“Dispute” shall have the meaning specified in Section 10.1 of this Agreement.
“E.O. 11246” shall have the meaning specified in Section 3.18(c) of this Agreement.
“Effective Time” shall have the meaning specified in Section 2.5 of this Agreement.
“Employee Benefit Plan” shall have the meaning specified in Section 3.19(a) of this Agreement.
“Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits, demands, demand letters,
directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any Person including without limitation any
Governmental Entity, alleging noncompliance, violation or potential liability (including potential responsibility or liability for costs of
enforcement, investigation, cleanup, governmental response, removal or remediation, for natural resources damages, property damage, personal
injuries or penalties or for contribution, indemnification, cost recovery, compensation or injunctive relief) arising out of, or related to (a) the
presence, release or threatened release of any Hazardous Substances at any location, whether or not owned or operated by any Company, or (b)
circumstances forming the basis of any violation or alleged violation of, or liability under, any Environmental Law or Environmental Permit.
“Environmental Laws”
shall mean all Laws relating to pollution or protection of the environment or human health or safety,
including Laws relating to emissions, discharges,generation, storage, release or threatened release of Hazardous Substances into the
environment, including the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act
and the Comprehensive Environmental Response Compensation Liability Act, all as in force and effect as of the Effective Time.
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