Law means any statute, law, treaty, ordinance, regulation, directive, rule, code, executive order, injunction, judgment, decree, writ, or other requirement, including any successor provisions thereof, of any Governmental Entity.
Leased Real Property has the meaning set forth in Section 3.15(b).
Lender Related Parties has the meaning set forth in Section 8.2(e).
Liability means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, matured or unmatured, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of such Person.
Lookback Date means (x) with respect to the Paragon Companies, May 7, 2018, and (y) with respect to all Acquired Companies other than the Paragon Companies, January 1, 2017.
Losses means judgments, settlements, assessments, losses, damages, fines, penalties, Taxes, costs or expenses (including reasonable legal, accounting and other costs and expenses of professionals).
made available (or words of similar import) means that, on or before 11:59 p.m., New York City time, Seller has posted, or caused to be posted, complete and correct copies of such materials to the virtual data room managed by Seller (i) on the Business Day immediately preceding the date of this Agreement or (ii) to the extent this Agreement contemplates the delivery of such materials after the date of this Agreement, on such other day as permitted or required by this Agreement; provided, that Purchaser will have been granted access through one or more of its Representatives to such virtual data room prior to such time in connection with the Transactions.
Material Adverse Effect means any event, development, change, effect or occurrence that, individually or in the aggregate with all other events, developments, changes, effects or occurrences, has had or would reasonably be expected to have a material adverse effect on or with respect to (x) the Acquired Companies ability to perform their obligations under this Agreement or to consummate the transactions hereby on the terms set forth herein, or (y) the business, properties, assets, results of operation or financial condition of the Acquired Business, in any case, taken as a whole, provided that, in the case of clause (y) only, no events, developments, changes, effects or occurrences relating to, arising out of or in connection with or resulting from any of the following shall be deemed, either alone or in combination, to constitute or contribute to a Material Adverse Effect: (i) general changes or developments in the United States economy or the financial, debt, capital, credit or securities markets in the United States or in other countries where the Acquired Companies have material operations, (ii) general changes or developments in the industries in which the Acquired Companies operate, (iii) the execution and delivery of this Agreement or the public announcement or pendency of the Transactions contemplated hereby, including any impact thereof on relationships, contractual or otherwise, with customers, lessors, suppliers, vendors, investors, lenders, partners, contractors or employees, joint venture partners or
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