Actions means any pending or threatened claim, cause of action, demand, litigation, action, suit, arbitration, proceeding, or right in action, whether known or unknown, that may be alleged or brought by any Person, Governmental Authority or any administrative, arbitration, or governmental proceeding, investigation or inquiry.
Affiliate means, with respect to a Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. The term control used in the preceding sentence shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the work activities, management and policies of a Person whether through ownership of membership interests or voting securities, the election or appointment of board members, by contract or otherwise.
Employees means employees at the Facility, including employees who are on leaves of absence and staff that may be employed by an Affiliate of Seller but are allocated to the Facility for substantially all of the services they perform.
Governing Documents means, for the entity in question, that entitys Articles of Incorporation, Certificate of Formation, Certificate of Limited Partnership, other filings with the applicable Secretary of State, Bylaws, Partnership Agreement, Limited Liability Company Agreement or other similar documents for the governance of the entity.
Governmental Authority means any federal, state, local or municipal government; any governmental or quasi-governmental authority of any nature (including any government agency, branch, board, department, official, instrumentality or entity); any body exercising or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature; any entity that contracts with a governmental entity to administer or assist in the administration of a governmental program; or any arbitrator with authority to bind a party at Law.
Knowledge means, with respect to Seller, the knowledge they have as it relates to the assets being sold or should have after reasonable inquiry (e.g., mechanical or functional issues associated assets).
Landlord means C&I IX West Oak LLC, a Delaware limited liability company, as successor in interest to Cabot IIGA1W13, LLC a Delaware limited liability company.
Law means any federal, state, local, foreign or other statute, law, ordinance, regulation, rule, code, injunction, judgment, ruling, decree or order of any Governmental Authority, including common law.
Material Adverse Effect means a change, event or occurrence that is discovered or disclosed following the Effective Date, regardless of whether such change, event or occurrence actually occurred before or after the Effective Date, and that has, or would reasonably be anticipated with the passage of time to have, individually or in the aggregate, a material adverse effect on the financial condition, properties, assets, liabilities, business, or results of operations of the Facility or Seller.