Law
means any U.S. or
non-U.S.
federal, state, provincial, local, municipal or other law, statute, constitution, principle of common law, ordinance, code, standard, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into
effect by or under the authority of any Governmental Entity or any Order.
Leased Real Property
means all leasehold or
subleasehold estates and other rights to use and occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries.
Leases
has the meaning set forth in
Section
5.16(b)
.
Lender Related Party
means the Lenders and the commitment parties (without limitation, each agent and arranger) that are
parties to the Financing, together with their respective former and current Affiliates and the respective former, current and future directors, officers, employees, members, managers, controlling persons, agents, advisors, other Representatives and
successors and assigns of each of the foregoing.
Lenders
means each lender from time to time party to the Facilities
Agreement.
Material Adverse Effect
means any event, change, development, circumstance, fact or effect that,
individually or taken together with any other events, changes, developments, circumstances, facts or effects, (i) is, or would reasonably be expected to be, materially adverse to the financial condition, properties, assets, liabilities
(contingent or otherwise), business operations or results of operations of the Company and its Subsidiaries (taken as a whole) or (ii) would or would reasonably be expected to prevent, materially delay or materially impair the ability of the
Company to consummate the Merger or to perform any of its material obligations under this Agreement without material delay;
provided
,
however
, that, in the case of clause (i) (and, solely with respect to subsection (h) below, in
the cases of clauses (i) and (ii)), none of the following, either alone or in combination, shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur:
(a) any event, change, development, circumstance, fact or effect in or with respect to the economy, credit, capital, securities or financial
markets or political, regulatory or business conditions in the geographic markets in which the Company or any of its Subsidiaries operates or its services are sold, including any event, change, development, circumstance or fact in or with respect to
interest rates or exchange rates for currencies;
(b) any event, change, development, circumstance, fact or effect that is the result of
factors generally affecting the industries in which the Company and its Subsidiaries operate in the geographic markets in which they operate or where their services are sold;
(c) any event, change, development, circumstance, fact or effect to the extent attributable to the entry into, announcement, pendency or
performance of this Agreement and the transactions contemplated by this Agreement or arising from the identity of Parent;
(d) any event,
change, modification, development or proposed change or modification in GAAP or in any Law, including the repeal thereof, after the date of this Agreement;
(e) any failure by the Company to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period
ending on or after the date of this Agreement and prior to the Closing;
provided
, that any event, change, development, circumstance, fact or effect (not otherwise excluded under this definition) underlying such failure may be taken into
account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur;
(f) any event, change,
development, circumstance, fact or effect resulting from acts of war (whether or not declared), civil disobedience, sabotage, terrorism, military actions or the escalation of any of the foregoing,
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