Knowledge (a) of any Company or of the Seller, with respect to any fact or matter in question, shall mean the actual knowledge of Frank Mata, Samuel Bravo or Luis Arrieta, in each case after due inquiry, and (b) of Buyer, with respect to any fact or matter in question, shall mean the actual knowledge of Jeffrey Jackson and Sherri Baker, in each case after due inquiry.
Law shall mean any and all applicable federal, state, local, municipal, provincial, territorial, national, foreign or other law, statute, constitution, directive, resolution, ordinance, code, edict, decree, order (including executive orders), rule, judgment, injunction, writ, regulation or ruling enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority, and the common law.
Leased Real Property has the meaning set forth in Section 3.12.
Legal Proceeding shall mean any charge, dispute, action, claim (including any cross-claim or counter-claim), complaint, demand, suit, litigation, arbitration, proceeding (including any civil, criminal, judicial, administrative, investigative or appellate or other legal proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Authority, any arbitrator or arbitration panel or any mediator or mediation panel.
Liabilities shall mean with respect to any Person, any liability of such Person of any kind, whether absolute or contingent, known or unknown, accrued or unaccrued, asserted or unasserted, matured or un-matured, fixed, disputed, liquidated or executory.
Liens shall mean any mortgage, license, charge, interest, pledge, claim, lien, encumbrance, option, reservation, restriction, easement, limitation, condition, servitude, deed of trust, security interest, restriction on the right to sell, transfer or dispose (and in the case of securities, vote) or other adverse claim of any kind or nature whatsoever (whether arising by contract or by operation of law and whether voluntary or involuntary).
Material Adverse Effect shall mean any event, change, circumstance or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse (a) to the business, operations, financial condition, or results of operations of the Company Members, taken as a whole; provided, however, that none of the following shall be deemed, either alone or in combination with any other event, change, circumstance or effect, to constitute, and no event, change, circumstance or effect to the extent arising from or attributable or relating to any of the following shall be taken into account in determining whether there has been a Material Adverse Effect under clause (a): (i) changes resulting from the negotiation, execution, delivery, public announcement, pendency or occurrence of this Agreement or any of the transactions contemplated hereby or any actions taken in compliance herewith (provided that this clause (i) and the following clause (iii) do not apply in the context of the representations and warranties explicitly addressing the execution, delivery or performance of this