Knowledge or Known, shall mean, with respect to the Company, the knowledge of any of the individuals identified on Schedule C after inquiry of such individuals direct reports who would reasonably be expected to have actual knowledge of the matters in question.
Lease Agreements shall have the meaning assigned to it in Section 2.11.
Leased Real Property shall have the meaning assigned to it in Section 2.11.
Legal Requirement shall mean any applicable U.S. or non-U.S. federal, state, local or other constitution, law, treaty, directive, statute, ordinance, rule, regulation, published administrative position, policy or principle of common law, or any Order, in any case issued, enacted, adopted, promulgated, implemented or otherwise put into legal effect by or under the authority of any Governmental Entity.
Licensed IP shall mean (a) all Intellectual Property Rights and Intellectual Property incorporated into, or used or otherwise practiced in the development, delivery, hosting or distribution of, the Company Products; and (b) all other Intellectual Property Rights and Intellectual Property used, practiced or held for use or practice in the conduct of the business of the Company or any of its Subsidiaries, in each case that are not owned or exclusively licensed by, or purported to be owned or exclusively licensed by, the Company or any of its Subsidiaries.
Licensed IP Contract shall mean any Company Contract pursuant to which the Company or any of its Subsidiaries is granted a license, covenant not to sue, or other rights with respect to Licensed IP.
Lien shall mean any lien, pledge, charge, claim, mortgage, assessment, claims, hypothecation, infringement, deed of trust, lease, option, right of first refusal, easement, right of way, security interest, preemptive right, covenant, exclusive license, servitude, transfer restriction or other encumbrance of any kind or character whatsoever.
Loan Repayment Amount shall have the meaning assigned to it in Section 1.10.
Loss and Losses shall have the meaning assigned to them in Section 8.2(a).
Made Available shall mean that the Company has posted such materials to the virtual data room hosted by Beacon Equity Partners, LLC and made available to Parent and its representatives during the negotiation of this Agreement, but only if so posted and made available on or prior to the date that is one (1) Business Days prior to the date of this Agreement.
Management Incentive Program shall mean the Exari Group, Inc. 2019 Management Incentive Plan, effective as of March 1, 2019.
Material Contracts shall have the meaning assigned to it in Section 2.15(a).
Merger Sub shall have the meaning assigned to it in the preamble to the Recitals.
Merger shall have the meaning assigned to it in the Recitals.
Merger Dispute shall have the meaning assigned to it in Section 10.16.
Net Working Capital shall mean the Companys total consolidated current assets (excluding Closing Cash, tax assets, intercompany receivables, and the Loan Repayment Amount) minus the Companys total consolidated current liabilities (excluding tax liabilities, intercompany payables, Accrued Employee Amounts, Third Party Expenses and Closing Indebtedness), in each case as of immediately prior to the Effective Time. For the avoidance of doubt, ASC 606 shall not be used in the calculation of Net Working Capital.