Confidentiality Agreement shall have the meaning given to such term in Section 8.01(h).
Consent means any consent, waiver or approval or other authorization issued by or obtained from, or notification requirement to, any third party.
Contract means any contract, subcontract, instrument, agreement, note, bond, indenture, debenture, guarantee, mortgage, deed of trust, lease, sublease, license, option for the purchase of real property, instrument or other legally binding commitment, obligation, arrangement or understanding, whether or not in writing.
COVID-19 Measures shall have the meaning given to such term in Section 6.14(l).
D&O Indemnified Persons shall have the meaning given to such term in Section 8.05(a).
Disclosure Letter means the Purchaser Disclosure Letter or Seller Disclosure Letter, as applicable.
dollars or $ means lawful money of the United States of America, unless the lawful money of another jurisdiction is expressly referenced.
Dorchester US means DMGT US, Inc., a wholly owned subsidiary of the Transferred US Entity.
Effect means a state of facts, change, effect, circumstance, condition, development, event or occurrence.
Employee Benefit Plan means any plan, program, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, retention, employee pension, profit sharing, savings, retirement, supplemental retirement, stock ownership, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred or phantom stock unit or other equity-based compensation, severance pay, salary continuation, life, death benefit, health, medical, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee compensation or benefit plan, program, agreement, arrangement or understanding, including any employee benefit plan as defined in Section 3(3) of ERISA (whether or not legally binding or subject to the Laws of the United States).
Engagement shall have the meaning given to such term in Section 12.13(a).
Environmental Claim means any and all administrative, regulatory or judicial actions, suits, orders, demands, directives, claims, liens, proceedings or written notices of non-compliance, violation or liability by or from any Person alleging Liability of whatever kind of nature (including Liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental or third party response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from (i) the presence or Release of, or exposure to, any Hazardous Materials at any location or (ii) the failure to comply with any Environmental Law.