Inspection Indemnitees has the meaning provided such term in Section 5.3(c).
Inspection Indemnitees is defined in Section 6.3(d). “Intellectual Property” means all of the following: (a) patents and patent applications, together with all reissuances, continuations, continuations-in-part, divisionals, revisions, extensions, and reexaminations thereof, (b) trademarks, service marks, trade dress, corporate names, logos and slogans, social media handles, and Internet domain names, together with all goodwill associated with each of the foregoing and all registrations and applications therefor, (c) works of authorship, copyrights and registrations and applications therefor, (d) trade secrets, know-how, confidential or proprietary information not generally known by the public, and inventions, (e) rights in computer software (including rights in source code, executable code, application program interfaces, and user interfaces), website, and databases, and (f) all other intellectual property and industrial property rights throughout the world, whether or not subject to statutory registration or protection. “Intended Tax Treatment” is defined in Section 2.6(a). “Intercompany Accounts” means any accounts, balances, payables, receivables or Indebtedness or other amounts owing between (a) Tall Oak Parent or any of its Affiliates (other than the Target Companies), on the one hand, and (b) any Target Company, on the other hand. “Interim Balance Sheet Date” is defined in Section 4.11(a)(ii).
Inspection Indemnitees has the meaning provided such term in Section 7.2(b).
More Definitions of Inspection Indemnitees
Inspection Indemnitees has the meaning provided such term in Section 6.3(c). “Intellectual Property” means all intellectual property rights, both statutory and under common law, if applicable, including: (a) works of authorship, copyrights, registrations and applications for registration thereof, (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress, other indicia of origin, and registrations and applications for registrations thereof and all goodwill arising therefrom, (c) patents, as well as any reissued and reexamined patents and extensions corresponding to the patents, and any patent applications, as well as any related continuation, continuation in part and divisional applications and patents issuing therefrom and (d) trade secrets and confidential information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures, processes and other know-how, whether or not patentable. “Interim Financial Statements” has the meaning provided such term in Section 3.6(a)(ii). “IT Assets” mean any and all computers, software (whether in object or source code form), databases, hardware, servers, workstations, routers, hubs, switches, data communications lines, websites (including the content thereon) and all other information technology equipment and assets, including outsourced or cloud computing arrangements. “Knowledge” means: (a) with respect to the Company, the knowledge of the natural Persons identified on Schedule 1.1(b) as “Company’s Persons with Knowledge” after such inquiry as such individuals would normally conduct in the ordinary course of their duties, (b) with respect to any Seller, the knowledge of the natural Persons identified on Schedule 1.1(b) as “Seller’s Persons with Knowledge” for such Seller after such inquiry as such individuals would normally conduct in the ordinary course of their duties and (c) with respect to Buyer, the knowledge of the natural Persons identified on Schedule 1.1(b) as “Buyer’s Persons with Knowledge” after such inquiry as such individuals would normally conduct in the ordinary course of their duties. “Laredo” has the meaning provided such term in the Preamble. “Laredo Counsel” has the meaning provided such term in Section 11.19(b). “Laredo Indemnifying Parties” means Laredo and Laredo Petroleum, Inc., a Delaware corporation. “Law” means all applicable laws, statutes, rules, regulations, codes, ordinances, Governmental Authorizations, variances, Orders and licenses of a Govern...
Inspection Indemnitees has the meaning provided such term in Section 6.3(c). “Intellectual Property Rights” means any and all intellectual property rights in any jurisdiction throughout the world, including: (a) trademarks, service marks and trade names and the goodwill connected with the use of and symbolized by the foregoing; (b) patents; (c) copyrights and works of authorship in any media (including computer programs, software, databases, compilations, files, applications, Internet site content and documentation and related items), whether or not registered; (d) internet domain names; (e) trade secrets and other proprietary or confidential information and confidential know-how, including all source code, know-how, processes, technology, formulae, customer lists, inventions and marketing information; (f) other intellectual property and related proprietary rights, interests and protections; and (g) any registrations or applications for registration for any of the foregoing. “Interim Period” has the meaning provided such term in Section 6.1. “Koki Station” means the compressor station in the Outrigger DJ System known as “Koki”. “Koki Unit #4” means Koki Compressor Unit No. 4. “Koki Unit #5” means Koki Compressor Unit No. 5. “Koki Unit #7” means Koki Compressor Unit No. 7. “Knowledge” means: (a) with respect to Seller, the actual knowledge of the natural Persons identified on Schedule 1.1(b) as “Seller’s Persons with Knowledge” and (b) with respect to Buyer, the actual knowledge of the natural Persons identified on Schedule 1.1(b) as “Buyer’s Persons with Knowledge,” in each case of (a) and (b), after reasonable due inquiry of the Persons immediately supervised and/or managed by each such identified Persons. “Koki Casualty Event” means a Casualty Loss at the Koki Station that (i) causes a loss of 9,000 Mcf per day or more of compression capacity at the Koki Station compared to the capacity of the Koki Station as of the Execution Date, (ii) is reasonably expected to take at least sixty (60) days to repair, remediate, or otherwise resolve in a manner that returns the Koki Station to a functionally equivalent operating condition as the operating condition the Koki Station was in immediately prior to the occurrence of such Casualty Loss, and (iii) after taking into account all relevant factors is reasonably expected to result in average daily pressure and temperature on the low pressure gathering system on the Outrigger DJ System described on Exhibit F attached hereto to exceed 110 p...