Consent
means any approval, consent, license, ratification, permission,
waiver, order or authorization (including any Governmental Authorization).
Confidentiality Agreement
means the
Confidentiality Agreement, dated as of July 7, 2017, by and between Merck KGaA, Darmstadt, Germany and the Company.
Continuing Employees
means all employees of the Company or any of its Subsidiaries who, as of the Closing, continue their
employment with the Company or any of its Subsidiaries.
Contract
means any contract, subcontract, note, bond,
mortgage, indenture, deed of trust, franchise, lease, sublease, loan, credit agreement or other instrument.
Controls
means, sole ownership, right, title and interest in and to Company Registered Intellectual Property Rights.
Effect
means any change, effect, development, condition, event or occurrence.
Environmental Law
means all Laws relating in
any way to the environment, preservation or reclamation of natural resources, the presence, management or Release of, or exposure to, hazardous substances, or to human health and safety, including the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. § 9601
et seq.
), the Hazardous Materials Transportation Act (49 U.S.C. § 5101
et seq.
), the Resource Conservation and Recovery Act (42 U.S.C. § 6901
et seq.
), the Clean
Water Act (33 U.S.C. § 1251
et seq.
), the Clean Air Act (42 U.S.C. § 7401
et seq.
), the Safe Drinking Water Act (42 U.S.C. § 300f
et seq.
), the Toxic Substances Control Act (15 U.S.C. § 2601
et seq.
),
the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136
et seq.
) and the Occupational Safety and Health Act (29 U.S.C. § 651
et seq.
), each of their state and local counterparts or equivalents, each of their
foreign and international equivalents, and any transfer of ownership notification or approval statute, as each has been amended and the regulations promulgated pursuant thereto.
ERISA
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated
thereunder, or any successor statute, rules and regulations thereto.
ERISA Affiliate
of any entity means any other
entity which, together with such entity, is a member of a group described in Section 414(b), (c), (m) or (o) of the Code.
Exchange Act
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder,
or any successor statute, rules and regulations thereto.
GAAP
means generally accepted accounting principles, as
applied in the United States.
Governmental Authorization
means franchises, grants, authorizations, establishment
registrations, licenses, permits, easements, variances, exceptions, consents, certificates and approvals of any Governmental Body.
Governmental Body
means (i) any government, (ii) any governmental or regulatory entity, body, department,
commission, subdivision, board, administrative agency or instrumentality, (iii) any court, tribunal, judicial body, or an arbitrator or arbitration panel, or (iv) any quasi-governmental
non-governmental
self-regulatory agency, securities exchange, commission or authority, in each of (i) through (iv) whether supranational, national, federal, state, county, municipal, provincial, and
whether local or foreign or department or branch of any of the foregoing.
Hazardous Substance
means any material,
substance or waste that is defined, classified, or otherwise characterized under or pursuant to any Environmental Law as hazardous, toxic, a pollutant, a
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