Schedule (a Gap Period Matter); provided however, that no amendment or supplement to a Schedule may be made unless Buyer consents to such amendment or supplement. In the event Buyer consents to an amendment or supplement relating to a Gap Period Matter, (i) the acceptance of any amendment or supplement to any Schedule shall operate as a waiver of any claim for breach of a representation or warranty under Article VII by Buyer with respect to the Gap Period Matter and (ii) all references herein to particular Schedules, or to the Disclosure Schedule generally, shall after any such amendment or supplement, include the Disclosure Schedule as amended or supplemented for such Gap Period Matter. In the event that Buyer does not consent to such amendment or supplement for a Gap Period Matter, Seller may immediately terminate this Agreement without further liability, if such amendment or supplement (x) is proposed in good faith and (y) the facts and circumstances contained in the proposed amendment or supplement did not arise as a result of Sellers or Companys breach of this Agreement.
Effective Time has the meaning set forth in Section 2.3.
E Team Business has the meaning set forth in the Recitals.
Employees means those Persons employed by Company or Company Subsidiary immediately prior to the Closing.
Employee Plans has the meaning set forth in Section 3.19.
Encumbrances means any mortgage, pledge, lien, charge, attachment, easement, covenant, restriction or other encumbrance of any nature.
Environmental, Health, and Safety Requirements shall mean all federal, state, local or foreign or laws, orders, regulations, ordinances, rules, and codes concerning public health and safety, worker and occupational health and safety, natural resources and pollution or protection of the environment, including all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Substances, materials, or wastes, chemical substances, or mixtures, pesticides, pollutants, contaminants, toxic chemicals, fuel oil products and byproducts, mold, asbestos, polychlorinated biphenyls, noise, or radiation.
ERISA means the Employee Retirement Income Security Act of 1974, as amended through the date hereof.
ERISA Affiliate means any corporation, partnership, limited liability company, sole proprietorship, trade, business or other Person that, together with the Company, is (or, at any time, was) treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(1) of ERISA.
Escrow Agent is defined in the Escrow Agreement.
Escrow Agreement means the escrow agreement substantially in the form attached hereto as Exhibit E, duly executed by Buyer and Seller.