knowledge, to the Companys knowledge or
to a Seller Partys knowledge and words and phrases of similar import mean the actual knowledge of any of the officers of the Company, the Key Employees, and each of David Dye, Kevin Plessner, Ryan Harkins, Michelle Theriot,
Lance Park, Scott Littrell, Claire Stephens, Kelly Lippe, Donald Gober, Claire Stephens, Dawn McLaughlin, Janna Stevens, and Stefanie Riley, or the knowledge that any of the foregoing persons would have after reasonable inquiry of such Persons
direct reports. Notwithstanding the foregoing, the inclusion of Kevin Plessner in the foregoing list of Persons whose knowledge could be imputed to the Company or the Seller Parties shall not be construed as a waiver by any Seller Party or any other
Person of any Associated Rights arising or available by virtue of Mr. Plessners service as counsel to the Seller Parties.
Law means any federal, national, supranational, international, transnational, state, provincial, local or similar statute,
law, ordinance, regulation, rule, injunction, guidance, convention, directive, code, order, requirement or rule of law (including common law).
Leased Real Property means the real property leased, subleased or licensed by the Company as tenant, subtenant, licensee or
other similar party, including all buildings and other structures, facilities, fixtures, leasehold improvements, and any other interests in real property currently or hereafter located thereon, and all easements, licenses, rights, options,
privileges and appurtenances relating to any of the foregoing.
Legal Proceeding means any private or governmental
action, inquiry, notice, claim, counterclaim, proceeding, suit, hearing, litigation, audit or investigation, in each case whether civil, criminal, administrative, judicial or investigative, or any appeal therefrom and includes any arbitration,
proceeding under collective bargaining Contracts.
Liability means any liability, debt, obligation, deficiency, Tax,
penalty, assessment, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, direct or indirect, known or unknown, accrued or unaccrued, liquidated or
unliquidated, and whether due or to become due and regardless of when asserted.
Lien means, with respect to any asset,
any mortgage, deed of trust, pledge, security interest, hypothecation, lien (including environmental and Tax liens), violation, charge, lease, license, sublicense, option, right of first offer, right of first refusal, encumbrance, servient easement,
deed restriction, adverse claim, reversion, reverter, preferential arrangement, restrictive covenant, condition, restriction or charge of any kind (including any conditional sale or title retention agreement or lease in the nature thereof) or any
agreement to file any of the foregoing, any sale of receivables with recourse against the Company, or the Seller or any of their Affiliates, and any filing or agreement to file any financing statement as debtor under the Uniform Commercial Code or
any similar statute.
Losses (collectively) or Loss (individually) means any loss, Liability,
demand, claim, action, cause of action, cost, damage, deficiency, Tax, penalty, fine or expense, whether or not arising out of a third party claim (including interest and penalties, and reasonable attorneys, accountants, experts
and other professionals fees and expenses, court and enforcement costs and all reasonable amounts paid in investigation, defense or settlement of any of the foregoing).
Maynard means Maynard Nexsen PC.
Measurement Time means the time immediately prior to Closing on the Closing Date.
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