leased by or licensed to a member of the Transferred Companies or their respective Subsidiaries.
JPY means the lawful currency of Japan.
Knowledge of the Sellers means the actual knowledge (assuming reasonable inquiry of all direct reports) of the Persons specified in Schedule 9.1(a).
Labor Contract has the meaning set forth in Section 2.15.
Laws has the meaning set forth in Section 2.13(a).
Liability means, with respect to any Person, any liability, debt, penalty, assessment, damage, fine, or obligation of such Person, whether known or unknown, asserted or unasserted, determined, determinable or otherwise, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due.
Licenses has the meaning set forth in Section 4.8(c).
Lien means, with respect to any property or asset, any mortgage, deed of trust, lien, pledge, claim, charge, security interest, title retention, easement, right of first refusal or first offer, option lease or other encumbrance, restriction or similar right of others, including any agreement to grant or submit to any of the foregoing in the future (excluding, in the case of a security, any restriction on transfer of such security arising solely under federal, state or foreign securities Laws).
Litigation means any action, cease and desist letter, demand, suit, charge, arbitration proceeding, audit, investigation, examination, proceeding, citation, summons or subpoena of any nature, civil, criminal, regulatory, administrative or otherwise, in law or in equity, by or before any Governmental Authority.
Look-Back Date means January 1, 2018.
Losses means any and all damages, judgments, awards, Liabilities, losses, obligations, amounts paid in settlement, assessments, deficiencies, Taxes, claims of any kind or nature, fines and costs and expenses (including reasonable fees and expenses of attorneys, auditors, consultants and other agents).
Marks means trademarks, service marks, trade names and trade dress, and all other indicia of source or origin, together with all goodwill associated therewith.
Material Adverse Effect means any event, circumstance, fact, condition, occurrence, development, change or effect that, individually or in the aggregate, is or would reasonably be expected to result in (a) a material adverse effect on the Business or the assets, properties, condition (financial or otherwise), Liabilities or results of