construction or similar Liens or encumbrances arising by operation of Applicable Law, in each case of this clause (ii), arising in the ordinary course of business, (iii) Liens incurred or
deposits made in the ordinary course of business in connection with workers compensation, unemployment insurance or other types of social security or foreign equivalents, (iv) zoning, building codes, and other land use Laws regulating the
use or occupancy of Real Property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction over such Real Property and that (a) are not violated by the current use and operation of such Real
Property or the operation of the business of the Acquired Companies and (b) do not, and would not reasonably be expected to, individually or in the aggregate, materially impair the intended use of such Real Property, (v) with respect to
Real Property, easements, covenants, conditions, restrictions and other similar matters of record affecting title to such Real Property which do not or would not materially impair the use or occupancy of such Real Property in the operation of the
business currently conducted thereon, (vi) Liens securing Indebtedness or liabilities that are reflected in the Company SEC Documents or incurred in the ordinary course of business since the date of the most recent annual report on Form 10-K filed with the SEC by the Company and Liens securing Indebtedness or liabilities that have otherwise been disclosed to Parent in writing, (vii) Liens to be released on or prior to the Closing Date,
(viii) Liens described in Section 1.01(a) in the Company Disclosure Letter and (ix) in the case of Intellectual Property Rights, non-exclusive licenses granted in the
ordinary course of business.
Person means any individual, firm, corporation, partnership, limited liability company,
incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.
Personal Information means any information comprising personal information, personal data,
personally identifiable information or any similar term under Privacy Laws applicable to the Acquired Companies.
Proceeding means any claim, cause of action, action, suit, charge, complaint, demand, hearing, enforcement, assessment,
arbitration, lawsuit or inquiry, or any proceeding or investigation, by or before any Governmental Authority.
Process
(and the corollary terms Processed and Processing) means the collection, use, storage, processing, recording, distribution, transfer, import, export, disposal, disclosure or other operations performed on any
information, including Personal Information.
Real Property means, collectively, the Leased Real Property and the
Company Owned Real Property.
Registered IP means all Company IP that is registered, recorded, filed or issued under
the authority of any Governmental Authority or a domain name registrar.
Regulatory Laws means, in connection with the
business of each of the Acquired Companies, all Applicable Laws regarding the procurement, research, testing, development, manufacture, production, distribution, importation, exportation, labeling, packaging, storage, handling, transportation,
quality, sale, advertising or promotion of services or products (including, as applicable, drugs, narcotics, therapeutic products, controlled substances, therapeutic devices and cosmetics) regulated by the FDA or other foreign equivalent or similar
Governmental Authority, such Laws including but not limited to, in relation to the U.S., the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.), the Public Health Service Act (42 U.S.C. § 201 et seq.), and their implementing
regulations; in relation to the EU, Directive 2001/83/EC, and its national implementing legislation, Regulation (EC) 726/2004, Regulation (EU) 2017/745, to the extent applicable, Directive 93/42/EEC and its national implementing legislation and, to
the extent applicable, animal testing laws; in relation to the UK, the Human Medicines Regulations 2012 and the Medical Devices Regulations 2002; and outside the U.S., such comparable Applicable Laws.
Representatives means, with respect to any Person, (i) such Persons Affiliates and (ii) such Persons
and each such Affiliates respective controlling shareholders, general or limited partners, managing members,
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