compensation owed to current or former employees of the Company; (i) guarantees made by the Company or any of its subsidiaries on behalf of any third party in respect of obligations of the kind referred to in the foregoing clauses (a) through (h); and (j) any unpaid interest, prepayment penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to in the foregoing clauses (a) through (i).
Indemnified Party has the meaning set forth in Section 7.05.
Indemnifying Party has the meaning set forth in Section 7.05.
Companys Knowledge, Knowledge of the Company and words of similar effect means the actual knowledge of Sandeep Gupta and Paul Carango.
Liabilities means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.
License Agreement means that certain Amended and Restated License Agreement between ABS and the Company, dated November 23, 2020, in the form attached hereto as Exhibit A.
Licensed Compound has the meaning given to such term in the License Agreement.
Licensed Patent Right has the meaning given to such term in the License Agreement.
Licensed Product has the meaning given to such term in the License Agreement.
Litigation Conditions has the meaning set forth in Section 7.05(a).
Losses means losses, damages, liabilities, deficiencies, judgments, interest, awards, penalties, fines, Taxes, claims, injuries, costs or expenses of whatever kind actually incurred or suffered, including reasonable attorneys fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that Losses shall not include consequential, indirect, special, punitive and exemplary damages.
Majority Investor has the meaning set forth above under the defined term Affiliate.
Material Adverse Effect means any event, occurrence, fact, circumstance, condition or change that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, results of operations, condition (financial or otherwise) or assets of the Company and its subsidiaries, taken as a whole, including the License Agreement, or (b) the ability of the Company to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis; provided, however, that none of the following shall be deemed, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or