other national or international calamity, crisis or emergency, or any governmental response to the foregoing; (4) changes in Law or accounting principles; (5) acts of God (including earthquakes, storms, fires, floods and natural catastrophes); or (6) the termination and subsequent rehiring of personnel and employees contemplated by the Parties’ compliance with this Agreement.
“Mixed Use Contracts” has the meaning in Section 4.8(b).
“NB Lease” has the meaning in Section 3.3(f).
“NewU” has the meaning in the Prologue.
“NewU 401(k) Plan” has the meaning in Section 7.3(a).
“NewU Welfare Plan” has the meaning in Section 7.2.
“Order” means any order, judgment, writ, injunction, stipulation, award or decree of any Governmental Entity.
“Organizational Documents” means: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the operating agreement and the articles of organization of a limited liability company; (d) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (e) any amendment to any of the foregoing.
“Party(ies)” has the meaning in the Prologue.
“Permitted Liens” means the following Liens: (a) Liens for Taxes, assessments or other governmental charges or levies that are not yet due or payable and for which an applicable reserve has been made in accordance with GAAP and is expressly reflected on audited financial statements; (b) Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and similar Liens arising or incurred in the ordinary course of business securing amounts that are not yet due and payable (or which are being disputed in the ordinary course of business) and for which an applicable reserve has been made and is expressly reflected on the audited financial statements; and (c) in respect of the Leased Real Property, the terms and conditions of the applicable lease (and for the avoidance of doubt, any Liens affecting the interests of any other party(ies) to such leases).
“Person” means any individual, partnership (general or limited), corporation, limited liability company, joint venture, association, or other form of business organization (whether or not regarded as a legal entity under applicable Law), trust or other entity or organization, including a Governmental Entity and an Accrediting Body.
“Purdue” has the meaning in the Prologue.
“Purdue Disclosure Schedule” means the disclosure schedule of the Purdue Parties dated as of the Effective Date and attached to this Agreement, taking into account all permitted updates pursuant to Section 6.13 (Schedule Updates; Certain Notices).
“Purdue Fundamental Representations” has the meaning in Section 10.1(a).
“Purdue Indemnitees” has the meaning in Section 10.2(a).
“Purdue Parties” has the meaning in the Prologue.
“Related Party” means, with respect to any Person, (a) any Affiliate of such Person; (b) any other Person that serves as a director, officer, partner, executor, or trustee of such Person or an Affiliate of such
Exhibit A - Definitions