Service or the value of the Product or
Service.
(KK)
"INDEBTEDNESS" MEANS (I) ALL INDEBTEDNESS OR OTHER OBLIGATIONS OF
IBIS FOR BORROWED MONEY, WHETHER CURRENT, SHORT-TERM OR LONG-TERM, SECURED OR
UNSECURED, AND ALL ACCRUED INTEREST, PREMIUMS, PENALTIES AND OTHER OBLIGATIONS
RELATING THERETO, (II) ALL INDEBTEDNESS OF IBIS FOR THE DEFERRED PURCHASE PRICE
OF PROPERTY OR SERVICES WHICH IS NOT EVIDENCED BY ACCOUNTS PAYABLE INCURRED IN
THE ORDINARY COURSE OF BUSINESS, (III) ALL EXISTING LEASE OBLIGATIONS OF IBIS
UNDER LEASES WHICH ARE CAPITAL LEASES IN ACCORDANCE WITH GAAP, (IV) ANY
LIABILITY OF IBIS UNDER DEFERRED COMPENSATION PLANS, PHANTOM STOCK PLANS,
SEVERANCE OR BONUS PLANS, OR ANY CHANGE IN CONTROL OR SIMILAR PAYMENT OR
INCREASED COST WHICH IS TRIGGERED OR MADE OR WILL BE MADE PAYABLE BY IBIS AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THE BONUS
ARRANGEMENT, (V) ANY OFF BALANCE SHEET FINANCING OF IBIS, (VI) ANY PAYMENT
OBLIGATIONS OF IBIS IN RESPECT OF BANKER'S ACCEPTANCES OR LETTERS OF CREDIT,
(VII) ANY LIABILITY OF IBIS WITH RESPECT TO INTEREST RATE SWAPS, COLLARS, CAPS
AND SIMILAR HEDGING OBLIGATIONS, (VIII) ALL OBLIGATIONS OF IBIS ARISING UNDER OR
WITH RESPECT TO ANY CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT WITH
RESPECT TO PROPERTY ACQUIRED BY IBIS, (IX) PAST DUE OR DEFERRED RENT OF IBIS,
(X) THE AMOUNT OF ACCOUNTS PAYABLE OWED BY IBIS TO ANY PERSON THAT HAVE NOT BEEN
PAID WITHIN 45 DAYS OF THE DATE OF INVOICE THEREOF (XI) ALL "CUT" BUT "UNCASHED"
CHECKS OF IBIS OUTSTANDING AS OF THE CLOSING, (XII) ANY INDEBTEDNESS REFERRED TO
ABOVE OF ANY PERSON WHICH IS EITHER GUARANTEED BY, OR SECURED BY A SECURITY
INTEREST UPON ANY PROPERTY OWNED BY, IBIS AND (XIII) ACCRUED AND UNPAID INTEREST
OF, AND PREPAYMENT PREMIUMS, PENALTIES OR SIMILAR CONTRACTUAL CHARGES ARISING AS
A RESULT OF THE DISCHARGE OF ANY SUCH FOREGOING OBLIGATION.
(LL)
"INTELLECTUAL PROPERTY" MEANS ALL OF THE FOLLOWING IN ANY
JURISDICTION THROUGHOUT THE WORLD:
(I) PATENTS, PATENT APPLICATIONS AND PATENT
DISCLOSURES AND STATUTORY INVENTION REGISTRATIONS, INCLUDING REISSUES,
DIVISIONS, CONTINUATIONS, CONTINUATIONS IN PART, EXTENSIONS AND REEXAMINATIONS
THEREOF; (II) TRADEMARKS, SERVICE MARKS, TRADE DRESS, TRADE NAMES, CORPORATE
NAMES, LOGOS AND SLOGANS (AND ALL TRANSLATIONS, ADAPTATIONS, DERIVATIONS AND
COMBINATIONS OF THE FOREGOING) AND INTERNET DOMAIN NAMES ANY AND ALL COMMON LAW
RIGHTS AND REGISTRATIONS AND APPLICATIONS FOR THE REGISTRATION THEREOF, AND ALL
EXTENSIONS AND RENEWALS OF ANY OF THE FOREGOING; (III) COPYRIGHTS AND
COPYRIGHTABLE WORKS (INCLUDING SOFTWARE), REGISTERED COPYRIGHTS AND COPYRIGHT
APPLICATIONS, MASK WORKS, NET LISTS AND SCHEMATICS; (IV) CONFIDENTIAL AND
PROPRIETARY INFORMATION INCLUDING TECHNOLOGY, KNOW-HOW, TRADE SECRETS,
UNPATENTED INVENTIONS, IDEAS, ALGORITHMS AND PROCESSES (INCLUDING, WITHOUT
LIMITATION, MANUFACTURING AND PRODUCTION PROCESSES AND TECHNIQUES, DRAWINGS,
SPECIFICATIONS, DESIGNS, PLANS, PROPOSALS, TEST DATA INCLUDING PHARMACOLOGICAL,
BIOLOGICAL, CHEMICAL, BIOCHEMICAL, TOXICOLOGICAL AND CLINICAL TEST DATA,
ANALYTICAL AND QUALITY CONTROL DATA, STABILITY DATA AND CUSTOMER AND SUPPLIER
LISTS AND RELATED INFORMATION); (V) OTHER INTELLECTUAL PROPERTY AND PROPRIETARY
INFORMATION AND (VI) ALL COPIES AND TANGIBLE EMBODIMENTS OF THE FOREGOING, SUCH
AS INSTRUCTION MANUALS, LABORATORY NOTEBOOKS, PROTOTYPES, SAMPLES, SPECIMENS,
STUDIES AND SUMMARIES.
7
(MM)
"INVESTMENT