purchased or otherwise acquired such tax credits from such Company Stockholders) identified, and in the amounts indicated, in Schedule 5.9(d) pursuant to the Kentucky Angel Investment Act and in connection with each such Company Stockholders purchase of the Companys Series A Preferred Stock.
Knowledge. Knowledge shall mean, with respect to any fact, circumstance, event or other matter in question, the actual Knowledge of such fact, circumstance, event or other matter of (A) an individual, if used in reference to an individual, (B) with respect to the Company, Paiman (Peter) Ghoroghchian or Christopher Young after due inquiry and (C) with respect to Parent, Nishan de Silva after due inquiry.
Lease Agreements. Lease Agreements shall have the meaning set forth in Section 2.8 of the Agreement.
Leased Real Property. Leased Real Property shall have the meaning set forth in Section 2.8 of the Agreement.
Legal Proceeding. Legal Proceeding shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.
Legal Requirement. Legal Requirement shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.
Letter of Transmittal. Letter of Transmittal shall have the meaning set forth in Section 1.9 of the Agreement.
Liability. Liability shall mean any liability or obligation of whatever kind of nature (whether known of unknown, whether asserted or unasserted, whether absolute or contingent, whether assured or unassured, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.
Liquidity Event. Liquidity Event shall mean any voluntary or involuntary liquidation, dissolution or winding up of Parent, any Deemed Liquidation Event (as defined in the Parents Amended and Restated Certificate of Incorporation) or any underwritten initial public offering of the Common Stock of Parent.
LLC Act. LLC Act means the Delaware Limited Liability Company Act.
Material Adverse Effect. A violation or other matter will be deemed to have a Material Adverse Effect with respect to any Entity if such violation or other matter (considered together with all other matters that would constitute exceptions to the representations and warranties made by such Entity set forth in the Agreement but for the presence of Material