knowledge of Buyer or similar phrase means the actual (but not constructive or imputed) knowledge of John Chiminski, Alessandro Maselli, Wetteny Joseph, Steven Fasman, Scott Gunther, Mike Grippo, Rehan Naqvi, and Hassan Zia, in each case after reasonable inquiry.
knowledge of such Seller or similar phrase means (a) with respect to Seller One, the actual (but not constructive or imputed) knowledge of Vered Caplan and Neil Reithinger, in each case, after reasonable inquiry and (b) with respect to Seller Two, the actual (but not constructive or imputed) knowledge of Noah Rhodes III and Eddie Hjerpe, in each case, after reasonable inquiry.
Law means any law (including common law), statute, code, directive, ordinance, rule, regulation, order, judgment, writ, stipulation, award, injunction or decree of any Governmental Entity (including, in the case of Belgium, any Royal Decree and similar decrees issued at regional and local levels).
Lease has the meaning set forth in Section 4.13(b).
Leased Real Property has the meaning set forth in Section 4.13(b).
Liabilities means any and all debts, liabilities, obligations or commitments of any kind or nature, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, or disputed or undisputed.
Lien means any lien, mortgage, pledge, conditional or installment sale agreement, encumbrance, covenant, restriction, option, right of first refusal, easement, security interest, charge, encumbrance, deed of trust, right-of-way, encroachment, community property interest or other claim or restriction of any nature, whether voluntarily incurred or arising by operation of Law.
Losses means all losses, costs, expenses, Taxes, Liabilities, damages available at law or in equity, deficiencies, fines and penalties, and all interest that may be payable or paid in connection therewith, including in connection with or resulting from the defense, settlement or compromise of an Action, or any judgment rendered in any Action, and including the reasonable costs, expenses and fees of attorneys, accountants, other advisors and expert witnesses, and all other amounts that may be paid or assessed as costs of an Action, excluding, in each case, amounts in respect of lost profits, diminutions in value or punitive damages (except to the extent required to be paid to a third party).
Negative Adjustment Amount has the meaning set forth in Section 2.07(f).
Negative Working Capital Amount the amount, if any, by which the Target Working Capital exceeds the Closing Date Working Capital.
Non-Party Affiliates has the meaning set forth in Section 10.15.
Option Cancellation Agreement means, with respect to an Optionholder, an option cancellation agreement in substantially the form attached hereto as Exhibit A.