portfolio provider, electronic trading agreements, prime brokerage agreements, soft dollar agreements, transfer agency agreements, administration agreements, outsourcing agreements, shareholder services agreements, distribution agreements, employment agreements, confidentiality agreements, intellectual property assignment agreements, and other agreements, contracts, instruments, obligations, offers, commitments, arrangements and understandings, whether written or oral, to which such Person is a party or by which such Person or any of its properties or assets may be bound or affected, in each case as amended, supplemented, restated, waived or otherwise modified and including all exhibits, schedules or other attachments thereto and, in the case of Seller, includes Investment Advisory Contracts.
Control is defined within the definitions of Affiliate and Non-Compete Parties, as applicable, in Section 1.1 of this Agreement.
Corporate Records means Sellers record books containing minutes of meetings of the Board of Managers or Members, and any other records that relate exclusively to Sellers organization or capitalization.
Cortina Funds means each of Cortina Small Cap Growth Fund and Cortina Small Cap Value Fund, each a series of Cortina Fund, Inc., an open end mutual fund advised by Seller.
Earnout Payments means collectively the First Retention Payment, the Second Retention Payment and the Growth Payment.
Earnout Period means the period commencing on the first (1st) anniversary of the Closing Date and continuing through the fourth (4th) anniversary of the Closing Date.
Employment Agreements means the employment agreements substantially in the forms attached hereto as Exhibit A.
Employment Documents is defined in Section 6.6.1(b)(B)(i) of this Agreement.
Employment Manual is defined in Section 6.6.1(b)(B)(i) of this Agreement.
Encumbrance means any lien, mortgage, pledge, encumbrance, charge, Tax lien, assessment or claim, security interest, adverse claim, community property interest, equitable interest, option, warrant, right of first refusal, easement, profit, license, servitude, right of way, covenant, zoning restriction or other restriction, whether existing prior to, at or after the Closing.
Environmental Law means any Applicable Law regulating or relating to human health or safety or the protection of natural resources or the environment (including Applicable Laws relating to pollution, contamination or the handling, release or disposal of Hazardous Substances).
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
ERISA Client is defined in Section 3.1.15(a) of this Agreement.
Escrow Agent means US Bank.