INCLUDING THOSE PROMULGATED, INTERPRETED OR ENFORCED BY ANY GOVERNMENTAL
AUTHORITY.
1.56
"LEASES" SHALL HAVE THE MEANING SET FORTH IN SECTION 3.17(B).
1.57
"LEASED REAL PROPERTY" SHALL HAVE THE MEANING SET FORTH IN SECTION
3.17(B).
1.58
"LIABILITY" SHALL MEAN ANY LIABILITY OR OBLIGATION, WHETHER KNOWN
OR UNKNOWN, ASSERTED OR UNASSERTED, ABSOLUTE OR CONTINGENT, ACCRUED OR
UNACCRUED, LIQUIDATED OR UNLIQUIDATED, AND WHETHER DUE OR TO BECOME DUE,
REGARDLESS OF WHEN ASSERTED.
1.59
"LICENSES" SHALL HAVE THE MEANING SET FORTH IN SECTION 3.13(A).
5
1.60
"LIEN" SHALL MEAN ANY SECURITY INTEREST, PLEDGE, MORTGAGE, DEED OF
TRUST, LIEN, CHARGE, ENCUMBRANCE, PROXY, VOTING TRUST OR VOTING AGREEMENT.
1.61
"LITIGATION ESCROW AMOUNT" SHALL MEAN [****].
1.62
"LITIGATION SH REPRESENTATIVE" SHALL HAVE THE MEANING SET FOR IN
SECTION 6.1(B).
1.63
"LOAN PAYOFF AMOUNTS" SHALL HAVE THE MEANING SET FORTH IN SECTION
2.3(B).
1.64
"LOSSES" SHALL MEAN ANY AND ALL LOSSES, CLAIMS, DAMAGES,
LIABILITIES, JUDGMENTS, SETTLEMENTS, DEBTS, PENALTIES, FINES, DIMINUTION IN
VALUE, OBLIGATIONS, INTEREST, REASONABLE EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES), ASSESSMENTS AND TAXES, WHETHER OR NOT INVOLVING A THIRD-PARTY
CLAIM OR BETWEEN THE PARTIES.
IN NO EVENT SHALL LOSSES TAKE INTO ACCOUNT ANY
MULTIPLE OF EARNINGS OR EBITDA.
1.65
"MATERIAL ADVERSE EFFECT" SHALL MEAN AN EVENT, CHANGE OR
OCCURRENCE THAT, INDIVIDUALLY OR TOGETHER WITH ANY OTHER EVENT, CHANGE OR
OCCURRENCE WOULD HAVE AN ADVERSE EFFECT ON (I) THE BUSINESS, ASSETS, PROPERTIES,
LIABILITIES, RESULTS OF OPERATIONS OR CONDITION (FINANCIAL OR OTHERWISE) OF THE
COMPANY AND THE SUBSIDIARY, TAKEN AS A WHOLE THAT WOULD REASONABLY BE EXPECTED
TO CAUSE THE COMPANY TO EXPERIENCE LOSSES IN EXCESS OF [****]; OR (II) THE
ABILITY OF THE COMPANY OR THE SHAREHOLDERS TO TIMELY PERFORM THEIR OBLIGATIONS
UNDER THIS AGREEMENT OR TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT AND THE TRANSACTION DOCUMENTS.
1.66
"NET WORKING CAPITAL AMOUNT" SHALL MEAN THE AGGREGATE AMOUNT OF
THE CURRENT ASSETS MINUS THE AGGREGATE AMOUNT OF THE CURRENT LIABILITIES, IN
EACH CASE AS REFLECTED ON THE ESTIMATED CLOSING STATEMENT, THE PRELIMINARY
CLOSING STATEMENT, OR THE FINAL CLOSING STATEMENT, AS THE CASE MAY BE, ALL IN
ACCORDANCE WITH SECTION 2.4.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
IN NO EVENT SHALL THE NET WORKING CAPITAL AMOUNT INCLUDE ANY AMOUNT WITH RESPECT
TO TAXES, INDEBTEDNESS OR TRANSACTION EXPENSES.
1.67
"ORDER" MEANS ANY ADMINISTRATIVE DECISION OR AWARD, DECREE,
INJUNCTION, JUDGMENT, ORDER, QUASI-JUDICIAL DECISION OR AWARD, RULING, OR WRIT
OF ANY FEDERAL, STATE, LOCAL OR FOREIGN GOVERNMENTAL AUTHORITY.
1.68
"OWNED REAL PROPERTY" SHALL HAVE THE MEANING SET FORTH IN SECTION
3.17(A).
1.69
"PARTY" OR "PARTIES" SHALL MEAN THE SHAREHOLDERS, THE COMPANY
AND/OR BUYER, AS THE CASE MAY BE.
1.70
"PAYOFF LETTERS" HAVE THE MEANING SET FORTH IN SECTION 8.2(L).
1.71
"PERMITS" MEANS ANY APPROVALS, AUTHORIZATIONS, CERTIFICATES,
FRANCHISES, LICENSES, PERMITS OR CONSENTS OF ALL GOVERNMENTAL AUTHORITIES.
6
1.72
"PERMITTED LIENS" SHALL MEAN (A) ALL LIENS THAT ARE SET FORTH ON
SCHEDULE 3.7(A), (B) ALL LIENS THAT ARE REFLECTED OR RESERVED AGAINST IN THE
FINANCIAL STATEMENTS, (C) ALL LIENS THAT ARISE OUT OF TAXES OR GENERAL OR
SPECIAL ASSESSMENTS NOT IN DEFAULT AND