“Law” means any United States federal, state, local or foreign law, treaty, convention, code, statute or ordinance, common law or any rule, regulation, standard, judgment, order, writ, injunction, ruling, decree, arbitration award or agency requirement of any Governmental Entity.
“Liability” means, with respect to any Person, any direct or indirect indebtedness, liability, claim, demand, loss, damage, deficiency, expense, obligation, commitment or responsibility (whether known, accrued, absolute, contingent, unliquidated, due or to become due or otherwise) and regardless of when asserted.
“LIBOR” means a rate per annum equal to the three-month London Interbank Offered Rate which appears on the relevant Bloomberg Libor Screen Page as of 11:00 a.m., London time, on the Closing Date.
“License” means a license, certificate of authority, permit or other authorization to transact an activity or business issued or granted by a Governmental Entity except for any of the foregoing authorizing the transaction of an activity or business in the state of New Hampshire.
“Material Adverse Effect” means any change, event, development, circumstance, effect, fact or occurrence that (i) has, or could reasonably be expected to have, a material adverse effect on the assets, liabilities, results of operations or financial condition of the Company considered as a whole or (ii) could reasonably be expected to prevent or materially impede or delay the performance by the Company of its obligations under this Agreement or the consummation of the transactions contemplated hereby; provided, however, (A) that the transfers and terminations contemplated by Section 5(c) shall not be deemed to result in or cause a Material Adverse Effect and (B) that “Material Adverse Effect” shall not include the effect of any circumstance, change, development, event or state of facts arising out of or primarily attributable to, either alone or in combination, of general economic conditions, any public announcement of this Agreement, the pendency of the transactions contemplated hereby or of the consummation of the transactions contemplated hereby; acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof or other force majeure events occurring after the date hereof; and acts of God including unusually severe actions of the elements, drought, flood, earthquake, unusually severe storm, fire, or lightning; provided that the Company is not disproportionately affected from any of the above.
“Material Contracts” has the meaning set forth in Section 4(p) below.
“Multiemployer Plan” has the meaning set forth in ERISA Section 3(37).
“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).
“Parties” has the meaning set forth in the preface above.
“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity (or any department, agency or political subdivision thereof).