Joint Venture means xCelle Americas, LLC, a Delaware limited liability
company.
Knowledge of Sellers means the actual knowledge, as of the Business Day prior to the date hereof, of the
individuals set forth on Section 9.1(d) of the Seller Disclosure Letter.
Labor Agreement means any collective
bargaining agreement, labor union contract, trade union agreement or similar agreement with any labor union, labor organization, or works council.
Labor Organization has the meaning set forth in Section 2.14(b).
Landlord Lease has the meaning set forth in Section 2.9(c).
Law means any law (including common law), statute, act, treaty, requirement, code, order, ordinance, rule, regulation,
judgment, injunction, award, writ or decree, in each case, promulgated, issued, enacted, adopted, implemented or otherwise put into effect by any Governmental Authority in any jurisdiction.
Leased Real Property has the meaning set forth in Section 2.9(b).
Leased Real Property Subleases means all subleases, licenses or other agreements pursuant to which Parent or any of its
Controlled Affiliates conveys or grants to any Person a subleasehold estate in, or the right to use or occupy, any Leased Real Property or portion thereof, including the right to all security deposits and other amounts and instruments deposited with
or on behalf of Parent or any of its Controlled Affiliates thereunder.
Leases has the meaning set forth in
Section 2.9(b).
Liability means any direct or indirect liability, indebtedness, claim, loss,
damage, deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, known or unknown, contingent or otherwise.
Lien means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, lease, license or
encumbrance.
Litigation means any action, cease and desist letter, demand, suit, arbitration proceeding,
administrative or regulatory proceeding, claim, citation, Tax audit or other audit, investigation, summons or subpoena of any nature, civil, criminal, regulatory or otherwise, in law or in equity.
Losses means any and all Liabilities of any kind, interest and expenses (including reasonable fees and expenses of
attorneys).
Marketing Period means the first period of 20 consecutive Business Days (such term shall be construed for
purposes of this definition to have the same meaning as in the Debt Commitment Letter) beginning on the first day after the date hereof on which Parent shall have delivered to Buyer all Required Information, and all such Required Information is
Compliant when delivered and remains Compliant through the end of the Marketing Period; provided that:
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