Knowledge means, with respect to any Person (other than the Company or any Subsidiary) that is not an individual, the knowledge after due inquiry of any of such Persons directors, managers and executive officers and all other officers and managers having responsibility relating to the applicable matter or, in the case of an individual, knowledge after due inquiry; provided, however, that Knowledge of the Company shall mean the knowledge of Stephen A. Batman, David Knoch, Michael Pagano, Everett P. Stewart, Jr., Judith Knudsen and John D. Bellando after due inquiry.
Knowledge Group means Stephen A. Batman, David Knoch, Michael Pagano, Everett P. Stewart, Jr., Judith Knudsen and John D. Bellando.
Law shall mean any federal, state, local (statutory, common or otherwise), municipal, foreign or international, multinational or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, guideline, policy, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, applied, implemented or otherwise put into effect by or under the authority of any Governmental Body.
Legal Proceeding shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), claim or counterclaim, hearing, investigation, audit or examination commenced, brought, conducted or heard by or before (or, in the case of threatened proceedings, that would be commenced, brought, conducted or heard by or before) any Governmental Body.
Liability means any debt, Loss, damage, adverse claim, fine, penalty, liability or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise), and including all costs and expenses relating thereto including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation.
Lien shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, option, right of first refusal, preemptive right, community property interest or restriction of any nature affecting property, real or personal, tangible or intangible, including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset, any lease in the nature thereof, any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statute of any jurisdiction).
Material Adverse Effect means any change, development, event, or occurrence that has, had or would reasonably be expected to have, a material and adverse effect on the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, or prevents or materially delays the Companys or any of the Sellers ability to perform its obligations hereunder; provided, however, no change, development, event, effect or occurrence shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent such change, development, event, or occurrence directly or indirectly arises out of, is attributable to or results from: