Legal Proceeding shall mean any lawsuit, court action, complaint, claim, demand, cause of action, litigation, proceeding, arbitration, audit, hearing, investigation, enforcement, inquiry or other proceeding (whether civil, commercial, administrative, criminal, investigative, formal or informal) by or before any Governmental Entity, arbitrator, mediator or similar dispute resolution body.
Legal Requirement shall mean any federal, state, local, foreign or similar statute, law, ordinance, regulation, rule, code, Order or rule of law (including common law).
Liabilities means any and all liabilities, debts, commitments and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, however arising.
Liens means all liens, mortgages, easements, charges, restrictions, claims, security interests, pledges, licenses, options or other encumbrances.
Limited Guaranty shall have the meaning set forth in Section 4.6(a).
Listing Date shall have the meaning set forth in Section 3.3(a).
Loss means any loss, Liability, damage, fine, fee, Tax, assessment, charge, payment, claim, cost and expense, interest, award, judgment or penalty (including reasonable attorneys and consultants fees and expenses) suffered or incurred.
Material Adverse Effect shall mean any event, change, effect, circumstance, development, condition or occurrence (each, an Effect) that (a) has prevented or materially delayed or impaired, or would reasonably be expected to prevent or materially delay or impair, the ability of the Company to consummate the transactions contemplated hereby, or (b) has had, or would reasonably be expected to have, a material adverse effect on the business, operations or financial condition of the Acquired Companies, taken as a whole; provided, however, that, for purposes of this clause (b), none of the following shall be deemed either alone or in combination to constitute, and none of the following shall be taken into account in determining whether there has been or would be, a Material Adverse Effect: (i) any adverse effect arising or resulting from general economic, business, regulatory, legislative, political, financial or market conditions; (ii) any adverse Effect arising or resulting from any facts, circumstances or conditions generally affecting education and learning-related industries; (iii) any adverse Effect arising or resulting from any geopolitical conditions, the outbreak or escalation of hostilities, any acts of war, sabotage, terrorism or military actions, or any escalation or worsening of any such hostilities, acts of war, sabotage, terrorism or military actions threatened or underway as of the date of this Agreement, any act of God or other similar event, occurrence or circumstance; (iv) any adverse Effect arising or resulting from any epidemic, pandemic, disease outbreak (including COVID-19) or other health crisis or public health event, or the material worsening of any of the foregoing; (v) any adverse Effect arising or resulting from the announcement or pendency of this Agreement, the Offer, the Merger or any of the other transactions contemplated by this Agreement (including the loss of any officer or employee, the loss of, or a change in any relationship with, any customer, Governmental Entity, supplier, vendor, investor, licensor, licensee or partner and any litigation arising or resulting from the announcement or pendency of this Agreement, the Offer, the Merger or any of the other transactions contemplated by this
Exhibit I 8