surface water or groundwater, or indoor air, or regulating or imposing liability or standards of care in respect of the use, handling, release (or threatened release), storage, transport,
treatment, management and disposal of, or exposure of Persons to, Materials of Environmental Concern, including those relating to electronic waste recycling, as such are in effect as of the date of this Agreement and any common law related to such;
Environmental Permits means all permits, licenses, registrations, approvals and other authorizations
required under applicable Environmental Laws;
Equity Award Exchange Ratio means the quotient (rounded
to four decimal places) of (A) the Total Consideration divided by (B) the volume weighted average price of a share of common stock of Parent on the New York Stock Exchange for the thirty (30) trading days ending with the
trading day immediately preceding the Closing Date, based on market information.
ERISA Affiliate means
any entity, trade or business that is or was, at the relevant time, together with the Company or any of its Affiliates, considered a single employer pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of
ERISA or a member of the same controlled group as any of the Acquired Companies pursuant to Section 4001(a)(14) of ERISA;
Insurance Laws means the Laws applicable to the business of insurance or the regulation of insurance holding
companies, whether U.S. or foreign, and all applicable orders and directives of Governmental Entities;
Insurance
Regulator means a Governmental Entity regulating the business of insurance or reinsurance companies under the Insurance Laws;
Intellectual Property means, all rights, worldwide in any Patents, Trademarks, Domain Names, Copyrights,
Software, Know-How, schematics, blueprints, flow charts, models, strategies, prototypes, techniques, data and database rights, and claims, causes of action, or rights of recovery arising from or under any of
the foregoing an any other intellectual property or proprietary rights of any kind, nature, or description;
Judgment means any judgment, order, stipulation, determinations, writ, decree, award, ruling, decision,
verdict, subpoena, injunction or settlement entered, issued, made or rendered by any Governmental Entity (in each case whether temporary, preliminary or permanent);
Know-How means trade secrets or other confidential or proprietary
information, know how, policyholder lists, technical information, research and development, data, processes, formulas, algorithms, methods, trading systems, processes and technology;
knowledge when used with respect to (a) the Company, means the actual knowledge of any fact,
circumstance or condition of those officers of the Company set forth on Section 8.3(iii) of the Company Disclosure Letter and (b) Parent, means the actual knowledge of any fact, circumstance or condition of those
officers of Parent set forth on Section 8.3(iii) of the Parent Disclosure Letter, in each case of the foregoing clauses (a) and (b), after reasonable inquiry;
Materials of Environmental Concern means any pollutant, contaminant, hazardous, acutely hazardous or toxic
substance or waste, dangerous good, radioactive material, petroleum (including crude oil, any fraction thereof and refined petroleum products), asbestos and asbestos-containing materials, polychlorinated biphenyls or any other chemical, material or
substance, which are currently regulated under any Environmental Laws;
Open Source Code means any
software code or other material that is distributed as free software or open source software or is otherwise distributed under a similar licensing or distribution model. Open Source Code includes software code that is
licensed under the GNU General Public License, GNU Lesser General Public License, Mozilla License, Common Public License, Apache License, BSD License, Artistic License or Sun Community Source License, or any other license described by the Open
Source Initiative as set forth on www.opensource.org;
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