Hazardous Substances means any pollutant, contaminant, chemical,
petroleum (including any fraction, derivatives, by-products thereof and petroleum hydrocarbons), asbestos or asbestos-containing material, per- and polyfluoroalkyl
substances, polychlorinated biphenyls, or toxic, radioactive, ignitable, corrosive, reactive, infectious, disease-causing or hazardous substance, material, waste, chemicals or agent, including all substances, materials, wastes, chemicals or agents
which are identified, regulated, the subject of liability or requirements for investigation or remediation under, any Environmental Law.
Indebtedness means, with respect to any Person (the Reference Person), without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) obligations under letters of credit, bank guarantees and other similar contractual
obligations entered into by or on behalf of such Person, (iv) leases that are required to be capitalized in accordance with GAAP under which such Person is the lessee, (v) the deferred purchase price of goods or services (other than trade
payables or accruals or other current liabilities, in each case, arising in the ordinary course of business), including any earn-out payments, contingent payments, seller notes or other similar
obligations in connection with the acquisition of a business, (vi) net liabilities arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or
currency rates or any other derivative transactions or agreements, (vii) any guarantee by the Reference Person of (or similar commitment by the Reference Person regarding) any of the foregoing of another Person or (viii) any of the
foregoing of another Person secured by Liens or properties of the Reference Person; provided that Indebtedness shall not include any intercompany indebtedness owing between or among the Company and/or any of its Subsidiaries.
Intellectual Property Rights means all intellectual property rights, whether registered or unregistered, of every kind and
description throughout the world, including rights in and to (i) patents, patent applications, invention disclosures and all related continuations,
continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, discoveries and
improvements, whether or not patentable (Patents); (ii) trademarks, service marks, trade names, domain names, business names, corporate names, d/b/a names, social media accounts, logos, slogans, trade dress, designs and any other
designations of source or origin, together with the goodwill associated with any of the foregoing (Trademarks); (iii) copyrights and copyrightable subject matter, including moral rights (Copyrights); (iv)
rights in software (whether in source code, object code or other form), algorithms, databases, works or other materials, manuals, compilations and data; (v) trade secrets, discoveries, concepts, ideas, research and development, know-how, recipes, formulae, marketing and technical information, financial information, non-public product specifications, compositions, inventions (whether or not
patentable), processes, formulae, models and methodologies and any other confidential or proprietary information (Trade Secrets); (vi) any similar corresponding or equivalent rights to any of the foregoing anywhere in the world;
and (vii) all applications and registrations for any of the foregoing.
Intercompany Contract means any Contract
solely between or among the Company and any Company Subsidiaries or between or among Company Subsidiaries.
IT Systems
means all software, firmware, hardware (including computers, servers, databases, peripheral devices and telecommunications devices), networks, interfaces, platforms and related systems, in each case, whether owned, leased, licensed or otherwise used
by the Company or any of the Company Subsidiaries.
ITA means the Income Tax Act (Canada).
Knowledge means, with respect to any matter in question, (i) in the case of the Knowledge of the Company, the actual
knowledge of the individuals listed on Section 10.04 of the Company Disclosure Letter, and (ii) in the case of the Knowledge of Parent and Merger Sub, the actual knowledge of the individuals listed on
Section 10.04 of the Parent Disclosure Letter, in each case, after conducting a reasonable inquiry of such individuals direct reports.
A-70