Knowledge of Seller means the actual knowledge (following due inquiry of such Persons direct reports) of the following Persons as of the Agreement Date: Michael Everett, Michael Farnell, Patrick Jerding, Shawn Williams, Ron LaBusch, Jennifer Gallagher and David Bradley.
Leased Real Property means any real property that as of immediately prior to Closing is leased by Seller or any Plastics Business Subsidiary with respect to the Plastics Business, that will, after giving effect to the Asset Transfers, be leased by a Transferred Entity (other than any third party logistics warehouses used in the Plastics Business).
Liabilities means any liability, debt, Indebtedness, guarantee, claim, demand, expense, loss, damage, demand, cost, fee, commitment or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, known or unknown, on- or off-balance sheet, or due or to become due) of every kind, nature and description, including all costs and expenses related thereto.
Third-Party Licensed Intellectual Property Rights means Intellectual Property Rights owned by a third party who licenses or otherwise permits Seller to use such Intellectual Property Rights in the conduct of the Plastics Business pursuant to a Contract.
Licenses means all permits, licenses, authorizations, Consents, clearances, closures, decisions, registrations, declarations, concessions, grants, franchises, certificates, identification numbers exemptions, waivers, and filings issued or required by any Government Authority under applicable Law.
Lien means any mortgage, deed of trust, pledge, hypothecation, security interest, right of first refusal or first offer, option (or other third party right) title defect, encumbrance, easement, encroachment, condition, claim, restriction, lien or charge of any kind.
Look-back Date means January 1, 2016.
Losses means all losses, Taxes, damages, costs, claims, actions, proceedings, Liabilities, interest, awards, penalties, judgments, settlements, payments, fines, interest, fees, costs, expenses, and any liabilities actually suffered or incurred and paid (including reasonable attorneys fees and other professionals fees and reasonable attorneys and other professionals out-of-pocket costs), but excluding (a) except to the extent reasonably foreseeable, any incidental, indirect or consequential damages, loss of revenue, profits or reputation, or any special damages or (b) any exemplary or punitive damages, however styled, except, in the case of each of clauses (a) and (b), to the extent actually paid to a third party.
made available to Buyer and words of similar import means that, prior to the date hereof, the information or document has been (i) posted to the electronic data site maintained by Seller in connection with the Transactions, (ii) included in the Filed Segment Information to the extent it is reasonably apparent on the face of the disclosure in the Filed Segment Information that such disclosure relates to the Plastics Business (excluding all disclosures (other than statements of historical fact) in any Risk Factors section and any disclosures included in the Nexeo 2018 10-K that are cautionary, predictive or forward looking in nature) or (iii) sent via email to Buyers counsel, in each case, at least two (2) Business Days prior to the Agreement Date.