IPO Registration Statement shall mean the effective registration statement on Form S-1 (File No. 333- ) filed under the Securities Act, pursuant to which the shares of BellRing Inc. Class A Common Stock to be issued in the IPO will be registered under the Securities Act, together with all amendments thereto.
Law shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any Tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.
Liabilities shall mean any and all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved or determined or determinable, including those arising under any Law, claim (including any Third Party Claim), demand, Action or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, or those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.
License Agreement shall mean the Trademark and Domain Name License Agreement to be entered into by and among BellRing Inc. and Post and BellRing LLC and certain members of their respective Groups, as applicable, in connection with the Formation Transactions and the IPO or the other transactions contemplated by this Agreement, as it may be amended from time to time.
Losses shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including outside legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third Party Claim.
Marks shall have the meaning set forth in the definition of BellRing Marks.
Master Services Agreement shall mean the Master Services Agreement to be entered into by and among Post, BellRing Inc. and BellRing LLC in connection with the Formation Transactions and the IPO or the other transactions contemplated by this Agreement, substantially in the form attached as Exhibit 10.7 to the IPO Registration Statement, as it may be amended from time to time.
Officer Negotiation Request shall have the meaning set forth in Section 8.1.
Parties shall have the meaning set forth in the Preamble.
Permits shall mean permits, approvals, authorizations, consents, licenses or certificates issued by any Governmental Authority.
Person shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.
Policies shall mean insurance policies and insurance contracts of any kind, including but not limited to global property, excess and umbrella liability, domestic and foreign commercial general liability, local foreign placements, directors and officers liability, fiduciary liability, cyber/privacy