presentation, generation, processing or analysis of data and information whether or not in electronic format, in each case, owned, leased or licensed by any of the Transferred Entities and used
in the Business, but specifically excluding, in each case, any Excluded Assets.
Knowledge of Purchaser shall
mean the actual knowledge (after reasonable inquiry of his or her direct reports) of the Persons listed on Section 1.1(e) of the Purchaser Disclosure Letter.
Knowledge of Seller shall mean the actual knowledge (after reasonable inquiry of his or her direct reports) of the
Persons listed on Section 1.1(f) of the Seller Disclosure Letter.
Law shall
mean any federal, state, local, foreign or supranational law, statute, code, regulation, ordinance or rule promulgated by any Governmental Entity or any Order (including, for the sake of clarity, any Pandemic Measures).
Liability shall mean all indebtedness, obligations and other liabilities, whether absolute, accrued, matured,
contingent (or based upon any contingency), known or unknown, fixed or otherwise, or whether due or to become due, including any fines, penalties, losses, costs, interest, charges, expenses, damages, Taxes, assessments, deficiencies, judgments,
awards or settlements.
Liability Benefit Plan shall mean each Benefit Plan with respect to which any Transferred
Entity has or may have any Liability (contingent or otherwise, including be reason of being an ERISA Affiliate).
Liens shall mean all liens, pledges, charges, security interests, restrictions on transfer (other than restrictions
on transfer arising under applicable securities Laws) or other similar encumbrances.
Local Seller shall mean, in
each case, the relevant Subsidiary of Seller that holds the relevant Specified Assets and effects a Local Transfer pursuant to this Agreement.
Local Transfer shall mean, in each case, the transfer, conveyance, assignment and delivery by the relevant Local
Seller, and the purchase and acquisition by the Purchaser Subsidiary, of all of such Local Sellers right, title and interest in and to the relevant Specified Asset, upon the terms and subject to the conditions set forth in this Agreement and
pursuant to applicable Law.
Loss shall mean, any damage, Liability, demand, claim, action, penalty, award,
judgment, fine, or other out-of-pocket expense of or against such Person; provided, that Loss shall not include any punitive or exemplary damages or
any consequential, indirect, incidental or similar damages, except to the extent such damages are reasonably foreseeable or determined to be payable to a third party in connection with a final non-appealable
judgment by a Governmental Entity made with respect to a third partys claim.
NASDAQ means the Nasdaq
Global Select Market.
Order shall mean any order, judgment, writ, injunction, stipulation, award or decree by
any Governmental Entity.
Ordinary Course of Business shall mean the ordinary course of business, consistent with
past practices, including with respect to volume and frequency.
Organizational Documents shall mean, with
respect to a Person, the certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement or equivalent governing documents, as applicable, of such Person, and any amendment thereto.
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