Key Shareholder means each of Michael A Scobey and Jason Mulliner, and Key Shareholders means both of such Persons collectively.
Knowledge of the Company or Companys Knowledge means the actual knowledge, as of the date of this Agreement, of Michael Scobey (Chief Executive Officer of the Company), Jason Mulliner (Chief Financial Officer of the Company), and Peter Egerton (Chief Commercial Officer of the Company), and the knowledge that each such person would reasonably be expected to have in the course of performing his duties as Chief Executive Officer, Chief Commercial Officer, and Chief Financial Officer of the Company.
Law means any law, statute, treaty, code, rule, regulation, ordinance or other requirement of a Governmental Authority.
Lease means any lease, sublease, license, right of use, concession or other agreement, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto, in each case, whether oral or written, pursuant to which the Company holds any Leased Real Property, including the right to all security deposits and other amounts and instruments deposited by or on behalf of the Company thereunder.
Leased Real Property means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, and other interest in real property held by the Company.
Liability means any liability, obligation, Tax, or debt of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), regardless of whether such liability, obligation, Tax, or debt would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and payable.
Loss means each loss, Liability, demand, claim, action, cause of action, charge, suit, award, judgement, assessment, cost, damage, deficiency, penalty, fine or expense of any kind or nature, in each case whether or not arising out of third party claims (including, in each case, interest, penalties, attorneys fees and expenses, court costs and all amounts paid in investigation, defense, collection or settlement of any of the foregoing).
Lost Certificate Affidavit has the meaning set forth in Section 2.10(b)(i).
Lien means, with respect to any property or asset, any equitable interest, charge, claim, mortgage, pledge, lien, option, easement, encroachment, right of first refusal, encumbrance or security interest, or restriction of any kind (including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership) in respect of such property or asset.
Material Adverse Effect means any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, is or would reasonably be expected, taken as a whole, (i) to be materially adverse to the Companys condition (financial or otherwise), results of operations, Business, assets, liabilities, or properties or (ii) to prevent or materially delay or materially impair the ability of the Company, Parent, or Merger Sub to consummate the transactions contemplated hereby or by the Ancillary Agreements; provided, however, none of the following shall be taken into account in determining whether there has been a Material Adverse Effect: (a) general economic or business conditions, or changes affecting generally any industry in which the Company participates; (b) financial, banking or securities