“Purchase Money Indebtedness” means Indebtedness (including Capitalized Lease Obligations) (1) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement and other purchase money obligations, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the asset being financed, and (2) Incurred to finance the purchase, lease or improvement by any Issuer or a Restricted Subsidiary of such property; provided, however, that such Indebtedness is Incurred within 180 days after such acquisition of such property.
“Capital Contribution” means, for any Member, the total amount of cash and cash equivalents and the Book Value of any property contributed to the Company by such Member.
“Intellectual Property” means all intellectual property, whether protected, created or arising under the Laws of the United States or any other jurisdiction, and any rights thereunder, remedies against infringements thereof, and rights to protection of interests therein, including:
(a) all patents (including utility patents, industrial designs and design patents), shop rights, and applications for any patents, including all continuations, divisions, provisionals and continuations-in-part of, and patents issuing on, such applications, along with all reissues, revisions, renewals, reexaminations and extensions of such patents or patent applications (collectively, “Patents”);
(b) all trademarks, service marks, common law trademarks and service marks, trade names, call letters, service names, brand names, jingles, slogans, trade dress rights, corporate names, trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions of the foregoing (collectively, “Marks”);
(c) all websites and Internet domain names and registrations of such Internet domain names;
(d) software licenses and licenses and sublicenses granted and obtained with respect thereto;
(e) all copyrights, copyrightable works and “moral” rights, and all mask work, database and design rights, whether or not registered or published, all registrations and recordations of and all applications in connection with the foregoing, along with all reversions, extensions and renewals of the foregoing (collectively, “Copyrights”);
(f) trade secret rights and corresponding rights in confidential and proprietary information and other non-public information (whether or not patentable), including inventions, invention disclosures, improvements, know-how, manufacturing and production processes and techniques, testing information, research and development information, unpatented blueprints, drawings, specifications, plans, proposals and technical data, business and marketing plans, market surveys, market know-how and customer lists and information;
(g) all other intellectual property rights arising from or relating to Technology; and
(h) all Contracts granting any right relating to or under any of the foregoing.
Intellectual property includes, without limitation, all of those items listed on attached Schedule 2.1(c).
“Liens” shall mean any of the following items: any mortgage, deed of trust, pledge, hypothecation, security interest, community property interest, equitable interest, right of first refusal, encumbrance, easement, covenant, claim, lien, lease (including any capitalized lease) or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code of the State of Texas or a comparable Law of any jurisdiction.
Non-Federal Tenant: For the purposes of entry control, employees of non-Federal tenants who occupy other space in a mixed multi-tenant facility. The FSC (and lease agreement) would establish entry control requirements applicable to non-Federal tenants passing through a Federal entry control point (in accordance with established policies).