Confidentiality Agreement has the meaning Section 5.1(b) specifies.
Consent means any consent, release, approval, license, permit, order or authorization of, or registration, declaration or filing with, any Governmental Authority or other Person, including any Permit.
Consolidated Returns means any and all Tax Returns of the Seller Group.
Contract means any written or legally binding oral contract, note, bond, mortgage, indenture, agreement, license, lease, obligation, commitment, sales order (including delivery orders, purchase orders and change orders), blanket purchase agreement or other instrument, arrangement or undertaking (whether express or implied), and all amendments, restatements, supplements or other modifications thereto or waivers thereunder.
Conversion means the conversion of the Predecessor Company into the Company pursuant to Section 266 of the Delaware General Corporation Law on January 8, 2019.
Credit Facility means that certain Amended and Restated Credit Agreement dated May 10, 2013 among the Seller, the Company, certain of the other Subsidiaries of the Seller, and PNC Bank, National Association, amended from time to time.
Cut-Off Date has the meaning Section 8.1(a) specifies.
DD has the meaning Section 9.16(a) specifies.
Damage or Damages means any cost, damage, expense (including reasonable fees and expenses of attorneys, consultants and experts and Proceeding costs) fine, penalty, loss, liability, Tax and interest.
Damages Cap means $13,125,000.
Deductible means $1,750,000.
Direct Claims has the meaning Section 8.6(a) specifies.
Employment Agreement means any material agreement to which any Acquired Entity is a party which then relates to the direct or indirect employment or engagement, or arises from the past employment or engagement, of any natural person by the Acquired Entities, whether as an employee or a nonemployee director, including any material employee leasing or service agreement and any noncompetition agreement.
Employee Plan means each employee benefit plan, as such term is defined in Section 3(3) of ERISA, and each material compensation, bonus, commission, deferred compensation, incentive compensation, equity purchase, equity option, equity appreciation, phantom or other equity based program, savings, profit sharing, severance or termination pay, health, dental or other medical, life, disability or other insurance or program for the welfare of employees, employee loan, employee assistance, supplementary unemployment benefit, retirement, supplementary retirement, holiday, sick leave, vacation, paid time off, fringe, overtime and automobile or other perquisite plan or program and every other benefit plan, program, agreement, arrangement or practice (whether written or unwritten) provided, sponsored, maintained or contributed to for the benefit of any of the current or former employees, officers, directors, or other service providers of an Acquired Entity or their respective dependents or beneficiaries or under which an Acquired Entity may have any liability, whether known or unknown, current or contingent, but excluding Employment Agreements.