IRS means the U.S. Internal Revenue Service.
Key Employees means the employees (not to exceed thirty (30)) described on a schedule to be delivered to Seller by Buyer on or around December 31, 2019 and modified from time to time pursuant to Section 7.01(b) and/or the Employee Matters Agreement, including such employees who, as of the Closing Date, are on medical leave, family leave, military leave or personal leave under the policy of the Seller Parties, as applicable.
Knowledge of Seller means the actual knowledge of the persons listed on Section 1.01(a) of the Seller Disclosure Letter or any successor to such persons position.
Law means any applicable U.S. federal, state or local or any non-U.S. statute, law, ordinance, regulation, rule, code, order, directive or other requirement or rule of law in any applicable jurisdiction.
Leased Real Property means the real property leased by the applicable Seller Parties pursuant to the Real Property Leases.
Leases means all leases, subleases, subsubleases, lettings, licenses, concessions or other agreements (whether written or oral, whether now or hereafter in effect, and whether before or after the filing by or against Seller of any petition for relief under any creditors rights laws), pursuant to which any Person is granted a possessory interest in, or a right to use or occupy, all or any portion of the Owned Properties or the Well Fields Properties, and under any modification, amendment or other agreement relating to such leases, subleases, subsubleases, or other agreements entered into in connection with such leases, subleases, subsubleases, or other agreements and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed thereunder, and the right, title and interest of Seller, therein and thereunder.
Liability or Liabilities means any debt, liability, loss, damage, claim, demand, cost, expense (including reasonable attorneys and consultants fees and expenses), interest, award, judgment, penalty, fine, commitment or obligation (whether direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable, disputed or undisputed, liquidated or unliquidated, or due or to become due) of every kind and description (whether in contract, tort, strict liability or otherwise), including all costs and expenses related thereto (including all fees, disbursements and expenses of legal counsel, experts and advisors and costs of investigation) and including those arising under any Law, Action or Governmental Order and those arising under any Contract.
Lien means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien, charge, easement, servitude, option, right of first refusal, right of first offer, limitation or restriction of any kind or any other encumbrance of any kind, character or description.