(E) payment obligations secured by (or for which the holder of such payment
obligations has an existing right, contingent or otherwise, to be secured by) any Encumbrance other than a Permitted Encumbrance, on assets or properties of such Person, whether or not the obligations secured thereby have been assumed;
(F) obligations to repay deposits or other amounts advanced by and therefore owing to any party that is not an Affiliate of
such Person;
(G) obligations of such Person under any Derivative Product;
(H) obligations pursuant to securitization or factoring programs or arrangements; and
(I) indebtedness of others as described in the foregoing clauses (A) through (H) above
in any manner guaranteed by such Person or for which such Person is or may become contingently liable;
but Indebtedness does not include
accounts payable to trade creditors, or accrued expenses arising in the ordinary course of business consistent with past practice, in each case, that are not yet due and payable, or are being disputed in good faith, and the endorsement of negotiable
instruments for collection in the ordinary course of business.
(xxxii) Indentures means,
collectively, (i) the Indenture, dated as of June 7, 2018, among the Company, the guarantors party thereto from time to time and U.S. Bank National Association, a national banking association, as trustee (as amended or supplemented from
time to time, the 2026 Notes Indenture), (ii) the Indenture, dated as of July 6, 2021, among the Company, the guarantors party thereto from time to time and U.S. Bank National Association, a national banking
association, as trustee (as amended or supplemented from time to time, the 2028 Notes Indenture), and (iii) the Indenture, dated as of June 24, 2022, among the Company, the guarantors party thereto from time to
time and U.S. Bank Trust Company, National Association, a national banking association, as trustee (as amended or supplemented from time to time, the 2030 Notes Indenture).
(xxxiii) Intellectual Property shall mean all intellectual property rights recognized throughout the
world, including all U.S. and foreign (A) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals,
reissues, re-examinations, substitutions, and extensions thereof, (B) trademarks, service marks, names, corporate names, trade names, domain names, social media accounts, logos, slogans, trade dress, and
other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (C) copyrights and copyrightable subject matter, (D) proprietary rights in computer programs (whether in source code, object
code, or other form), databases, algorithms, compilations and other collections of data (including geophysical data), and in all documentation, including user manuals and training materials, related to any of the foregoing (collectively,
Software), (E) trade secrets and other confidential information, including ideas, know-how, inventions, proprietary processes, formulae, models and methodologies, (F) all
applications and registrations for the foregoing, and (G) all rights to sue or recover and retain damages and costs and attorneys fees for past, present, and future infringement, misappropriation, or other violation of any of the
foregoing.
(xxxiv) Knowledge with respect to any party hereto shall mean the actual knowledge
(after reasonable inquiry of their direct reports) of, with respect to the Company, the individuals set forth on Section 8.13(a)(xxxiv) of the Company Disclosure Letter and, with respect to Parent, the individuals set forth
on Section 8.13(a)(xxxiv) of the Parent Disclosure Letter.
(xxxv) Law
shall mean any applicable federal, state, local, municipal, foreign or other law, act, Order, statute, constitution, principle of common law, resolution, ordinance, code, edict, rule, regulation or requirement issued, enacted, adopted, promulgated,
implemented or otherwise put into effect by or under the authority of any Governmental Entity, in each case, as amended unless expressly specified otherwise.
(xxxvi) Legal Proceeding shall mean any action, suit, litigation, arbitration, grievance, proceeding
(including any civil, criminal, administrative, investigative or appellate proceeding), hearing,
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