Key Employee has the meaning set forth in Section 10.1(c) of the Seller Disclosure Letter.
Knowledge of Buyer means the actual knowledge of the Persons specified in Section 10.1(a) of the Buyer Disclosure Letter.
Knowledge of Seller means the actual knowledge of the Persons specified in Section 10.1(d) of the Seller Disclosure Letter.
Labor Contract has the meaning set forth in Section 2.15(a).
Laws means any statute, law, ordinance, regulation, rule, code, Order, requirement, determination, constitution, award, common law, act, or treaty enacted, promulgated, issued, adopted or entered into by any Governmental Authority.
Leased Real Property has the meaning set forth in Section 2.10(d).
Leases has the meaning set forth in Section 2.10(d).
Licenses has the meaning set forth in Section 4.17(a).
Lien means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, lease, encumbrance or other adverse claim of any kind in respect of such property or asset.
Litigation means any action, demand, suit, arbitration proceeding, administrative enforcement, legal or regulatory proceeding, citation, claim, charge, complaint, audit, investigation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, by or before any Governmental Authority.
Losses means any and all damages, judgments, awards, liabilities, losses, obligations, claims of any kind or nature, fines, penalties, Taxes and costs and expenses (including reasonable fees and expenses of Representatives); provided, however, that, with respect to Article 8, Losses shall not include, unless payable as a result of a Third-Party Claim, (i) any punitive or special damages or (ii) consequential damages (except to the extent reasonably foreseeable).
Marks means any trademarks, service marks, trade names, brand names, logos, service marks and trade dress, and all other indicia of source or origin, together with all goodwill associated therewith.
Material Adverse Effect means any change, event, circumstance, development, occurrence or effect that has, or that would reasonably be expected to have, individually or in the aggregate, a material adverse change in or effect on the business, assets, financial condition or results of operations of the Business or the Target Companies, taken as a whole; provided, however, that any such change, event, circumstance, development, occurrence or effect resulting from any of the following, individually or in the aggregate, shall not be considered when determining whether a Material Adverse Effect has occurred to the extent resulting from: (i) any