Fully Diluted Share Count
means, as of the Closing Date, a number of
Shares equal to the sum of (i) the aggregate number of Shares issued and outstanding as of such date plus (ii) the aggregate number of unvested Company Restricted Stock Units issued and outstanding as of such date (each of which entitles
the holder, subject to the terms and conditions of the applicable award, to an amount in cash equal to the value of a Share).
GAAP
means generally accepted accounting principles in the United States.
Governmental Authority
means any transnational, domestic or foreign federal, state or local governmental, regulatory or
administrative authority, department, court, agency or official, including any political subdivision thereof, or any other governmental or
quasi-governmental
(including
self-regulatory)
authority or instrumentality.
Hazardous Substance
means any
pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, or any substance, waste or material having any constituent elements displaying any of the
foregoing characteristics, including any medical or biological waste, reagent, petroleum product, derivative or byproduct, asbestos,
asbestos-containing
materials, lead, polychlorinated biphenyls or any
substance, waste or material regulated under any Environmental Law.
Hometown Segment
means the Companys Sears
Hometown segment, excluding the Buddys Home Furnishings Stores, each as described in the Company
10-K.
Intellectual Property
means rights in (i) trademarks, service marks, brand names, certification marks, trade dress,
domain names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of
any such registration or application (
Trademarks
), (ii) national and multinational statutory invention registrations in any jurisdiction, patents and patent applications issued or applied for in any jurisdiction, including
all certificates of invention, provisionals, nonprovisionals, substitutions, divisionals, continuations,
continuations-in-part,
reissues, extensions, supplementary
protection certificates, reexaminations and the equivalents of any of the foregoing in any jurisdiction, and all inventions claimed in each such registration, patent or patent application, (iii) trade secrets, confidential information and
rights in any jurisdiction to limit the use or disclosure thereof by any Person,
(iv) know-how,
inventions, discoveries, data, specifications, processes, methods, knowledge, experience, formulae, skills,
techniques, schematics, drawings, blue prints, utility models, designs, ideas and improvements, including manufacturing information and processes, engineering and other manuals and drawings, standard operating procedures, flow diagrams, chemical,
pharmacological, toxicological, pharmaceutical, physical and analytical, safety, quality assurance, quality control and clinical data, technical information, research records and similar data and information, (v) writings and other works,
whether copyrightable or not, in any jurisdiction, and any and all copyright rights, whether registered or not, and registrations or applications for registration of copyrights in any jurisdiction, and any renewals or extensions thereof,
(vi) moral rights, technology, software, database rights, design rights, industrial property rights, publicity rights and privacy rights and (vii) any similar intellectual property or proprietary rights.
IT Assets
means computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data
communications lines and all other information technology equipment, and all associated documentation owned by the Company or its Subsidiaries or licensed or leased by the Company or its Subsidiaries (excluding any public networks).
knowledge
of the Company means the actual knowledge of the persons listed in Section 1.01(b) of the Company Disclosure
Schedule.
Lien
means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest,
encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds
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