Law means, with respect to any Person or such Persons business, property or assets, any United States or foreign federal, state or local law, constitution, treaty, convention, ordinance, code, rule, regulation, direction, statute, order, injunction, judgment, decree, arbitration award, agency requirement, common law, ruling or other similar requirement enacted, adopted or promulgated by a Governmental Authority that is binding upon or applicable to such Person or such Persons business, property or assets, as amended unless expressly specified otherwise herein.
Leased Real Property means (i) the real property leased by Nutra as tenant, (ii) the portion of the Anderson Property constituting leased property leased by Parent as tenant, and (iii) the portion of the Greenville Property constituting leased property leased by Parent as tenant.
Liability means any liability, cost, expense, debt or obligation of any kind, character, or description, and whether known or unknown, accrued, fixed, absolute, contingent, matured or unmatured, or otherwise, and regardless of when asserted or by whom.
Lien means, with respect to any property, equity interest or asset, any mortgage, deed of trust, hypothecation, lien, encumbrance, pledge, charge, security interest, right of first refusal, right of first offer, lease, license, right of way, adverse claim, judgment, voting trust, restriction on title or transfer, title defect, encroachment, equitable interest, covenant or option in respect of such property, equity interest or asset.
LTM Gross Revenue means, with respect to any Anniversary Date, subject to any adjustments pursuant to Section 3.02(b), the gross revenue of Nutra resulting from the manufacture and sale of GNC Products to GNC Purchaser (excluding, for the avoidance of doubt, gross revenue from the manufacture and sale of products to any third party) for the trailing twelve (12)-month period ending on such Anniversary Date.
Manufacture, Manufactured or Manufacturing means all activities involved in the manufacturing of a product, or any ingredient thereof, including (a) manufacturing process development and validation, process improvements, associated analytical development and validation, and the manufacture and testing of stability or consistency lots (including process development, qualification, QA, and test batches); and (b) manufacturing of a product for commercialization, labeling and packaging a product, in-process and finished product testing, quality assurance activities related to manufacturing and release of a product, ongoing stability tests, and, as applicable, regulatory activities related to any of the foregoing.
Material Adverse Effect means any change, event, occurrence, circumstance, development or effect (each an Effect) that, individually or in the aggregate, has had or could reasonably be expected to have, a material adverse effect on (a) the business, condition (financial or otherwise), assets, liabilities or results of operations of Nutra or the Business (taken as a whole) or (b) the ability of GNC, Parent, Seller or Nutra to consummate the transactions contemplated hereby; provided, however, that no Effect shall be considered when determining whether a Material Adverse Effect with respect to clause (a) above has occurred or could be reasonably expected to occur to the extent such Effect resulted or arose from any of the following: (i) any action taken or omission to act with the written consent or upon the written request of Buyer (including any action taken or omission to act which is required or expressly permitted by the Transaction Documents); (ii) any change or development in general economic conditions in the industries, markets or