Common use of SELLERS Clause in Contracts

SELLERS. Each of the Sellers is an entity duly organized or incorporated, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect (as defined below). Each of the Sellers has all requisite corporate or partnership (as applicable) power and authority, where such concepts are applicable, to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, effect or circumstance that, individually or in the aggregate, is a materially adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that a “Business Material Adverse Effect” shall not include any adverse change, effect or circumstance directly or indirectly resulting from or arising out of (i) actions taken by the Parties in connection with and required by this Agreement or by either Party at the request or with the written consent of the other Party, or the failure to take any action prohibited by this Agreement, (ii) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (it being understood that this clause (ii) shall not apply with respect to the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby to the extent resulting from an inaccuracy of the representation or warranty contained in Section 2.4 and such representation and warranty addresses the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the performance of obligations hereunder), (iii) changes in the Business’ industry or in markets generally and not specifically relating to the Business, (iv) changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, political or business conditions in any country or region, (vi) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (vii) any failure by the Business to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof, provided that in the case of this clause (vii), the underlying cause of, or facts giving rise or contributing to, such changes or failure may be taken into account in determining whether a Business Material Adverse Effect has occurred if not otherwise excepted from this definition, (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in any country or region, (ix) changes in law or other legal or regulatory conditions (or the interpretation thereof) or changes in accounting standards (or the interpretation thereof) or (x) any fees or expenses incurred in connection with the transactions contemplated by this Agreement, except to the extent any such change, effect or circumstance resulting from, arising out of or attributable to the matters described in clauses (iii), (iv), (v), (vi), (viii) and (ix) above has a materially disproportionate adverse effect on the Business, taken as a whole, as compared to other similarly situated companies that conduct business in the countries and regions in the world and in the industries and markets in which the Acquired Companies, PKI and the Asset Sellers conduct the Business (in which case, such change, effect or circumstance shall be taken into account only to the extent it is materially disproportionate when determining whether a Business Material Adverse Effect has occurred or may, would or could, or would reasonably be expected to, occur).

SELLERS. (i) Each Party hereby agrees, on its own behalf and on behalf of its directors, managers, officers, owners, employees and Affiliates and each of their successors and assigns (all such parties, the Sellers is an entity duly organized “Waiving Parties”), that Xxxxxxxx & Xxxxx LLP (or incorporatedany successor thereto) (“K&E”) may represent any RSI Company or any direct or indirect director, validly existing andmanager, where applicableofficer, owner, employee or Affiliate thereof, in good standing under the laws connection with any dispute, claim, Proceeding or Liability arising out of its respective jurisdiction of organization and is duly qualified or relating to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect (as defined below). Each of the Sellers has all requisite corporate or partnership (as applicable) power and authority, where such concepts are applicable, to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, effect or circumstance that, individually or in the aggregate, is a materially adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that a “Business Material Adverse Effect” shall not include any adverse change, effect or circumstance directly or indirectly resulting from or arising out of (i) actions taken by the Parties in connection with and required by this Agreement or by either Party at the request or with the written consent of the other Party, or the failure to take any action prohibited by this Agreement, (ii) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (it being understood that this clause (ii) shall not apply with respect to the negotiation, execution, announcement, pendency or performance of this Ancillary Agreement or the transactions contemplated hereby to or thereby (any such representation, the extent resulting from an inaccuracy “Company Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the representation or warranty contained in Section 2.4 and such representation and warranty addresses the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the performance of obligations hereunder), (iii) changes in the Business’ industry or in markets generally and not specifically relating to the Business, (iv) changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, political or business conditions in any country or region, (vi) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (vii) any failure by the Business to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof, provided that in the case of this clause (vii), the underlying cause of, or facts giving rise or contributing to, such changes or failure may be taken into account in determining whether a Business Material Adverse Effect has occurred if not otherwise excepted from this definition, (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in any country or region, (ix) changes in law or other legal or regulatory conditions (or the interpretation thereof) or changes in accounting standards (or the interpretation thereof) or (x) any fees or expenses incurred RSI Companies in connection with the transactions contemplated by this Agreement, except and each Party on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Company Post-Closing Representation may be directly adverse to the extent Waiving Parties. (ii) Each of the Sellers, the Buyer, the Sponsor and the Company acknowledges that the foregoing provision applies whether or not K&E provides legal services to the RSI Companies after the Closing Date. Each of the Sellers, the Buyer, the Sponsor and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among K&E, the RSI Companies and/or any such changedirector, effect manager, officer, owner, employee or circumstance resulting fromrepresentative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or Liability arising out of or attributable relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to the matters described RSI Companies and is exclusively controlled by the RSI Companies and shall not pass to or be claimed by the Sellers, the Sellers’ Representative, Buyer or the Sponsor. From and after the Closing, none of the Buyer, the Sponsor, any Seller or any Person purporting to act on behalf of or through the Buyer, the Sponsor, any Seller or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of the Buyer, the Sponsor and the Sellers, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege with respect to any communication among K&E, any RSI Company and/or any director, manager, officer, owner, employee or representative of any of the foregoing occurring prior to the Closing in clauses (iii)connection with any Company Post-Closing Representation. Notwithstanding the foregoing, (iv)in the event that a dispute arises between the Buyer, (v)the Sponsor or any Seller, (vi), (viii) and (ix) above has a materially disproportionate adverse effect on the Businessone hand, taken as and a wholethird party other than an RSI Company, as compared on the other hand, the Buyer, the Sponsor and any Seller may assert the attorney-client privilege to other similarly situated companies prevent disclosure of confidential communications to such third party; provided, however, that conduct business in neither the countries and regions in Buyer nor the world and in Sponsor nor any Seller may waive such privilege without the industries and markets in which the Acquired Companies, PKI and the Asset Sellers conduct the Business (in which case, such change, effect or circumstance shall be taken into account only to the extent it is materially disproportionate when determining whether a Business Material Adverse Effect has occurred or may, would or could, or would reasonably be expected to, occur)prior written consent of an RSI Company.

SELLERS. (i) Each Party hereby agrees, on its own behalf and on behalf of its directors, managers, officers, owners, employees and Affiliates (including the Sponsor) and each of their successors and assigns (all such parties, the “Waiving Parties”), that Cozen X’Xxxxxx (or any successor thereto) (“Cozen”) may represent Sellers is an entity duly organized or incorporatedany direct or indirect director, validly existing andmanager, where applicableofficer, owner, employee or Affiliate thereof or of any Xxx Company, in good standing under the laws connection with any dispute, claim, Proceeding or Liability arising out of its respective jurisdiction of organization and is duly qualified or relating to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect (as defined below). Each of the Sellers has all requisite corporate or partnership (as applicable) power and authority, where such concepts are applicable, to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, effect or circumstance that, individually or in the aggregate, is a materially adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that a “Business Material Adverse Effect” shall not include any adverse change, effect or circumstance directly or indirectly resulting from or arising out of (i) actions taken by the Parties in connection with and required by this Agreement or by either Party at the request or with the written consent of the other Party, or the failure to take any action prohibited by this Agreement, (ii) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (it being understood that this clause (ii) shall not apply with respect to the negotiation, execution, announcement, pendency or performance of this Ancillary Agreement or the transactions contemplated hereby to or thereby (any such representation, the extent resulting from an inaccuracy “Seller Post-Closing Representation”) notwithstanding its representation (or any continued representation) of the representation or warranty contained in Section 2.4 Sellers and such representation and warranty addresses the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the performance of obligations hereunder), (iii) changes in the Business’ industry or in markets generally and not specifically relating to the Business, (iv) changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, political or business conditions in any country or region, (vi) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (vii) any failure by the Business to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof, provided that in the case of this clause (vii), the underlying cause of, or facts giving rise or contributing to, such changes or failure may be taken into account in determining whether a Business Material Adverse Effect has occurred if not otherwise excepted from this definition, (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in any country or region, (ix) changes in law or other legal or regulatory conditions (or the interpretation thereof) or changes in accounting standards (or the interpretation thereof) or (x) any fees or expenses incurred Utz Companies in connection with the transactions contemplated by this Agreement, except and each of the Buyer and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest or any objection arising therefrom or relating thereto, even though the interests of the Seller Post-Closing Representation may be directly adverse to the extent Waiving Parties. (ii) Each of the Buyer and the Company acknowledges that the foregoing provision applies whether or not Cozen provides legal services to the Utz Companies after the Closing Date. Each of the Buyer and the Company, for itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications among Cozen, the Utz Companies, Sellers and/or any such changedirector, effect manager, officer, owner, employee or circumstance resulting fromrepresentative of any of the foregoing made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute, claim, Proceeding or Liability arising out of or attributable relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby or any matter relating to any of the foregoing, are privileged communications and the attorney-client privilege and the expectation of client confidence belongs solely to Sellers and is exclusively controlled by Sellers and shall not pass to or be claimed by Buyer, the Sponsor or any of the Utz Companies. From and after the Closing, none of the Buyer, the Sponsor, any Xxx Company or any Person purporting to act on behalf of or through the Buyer, the Sponsor, any Xxx Company or any of the Waiving Parties, will seek to obtain the same by any process. From and after the Closing, each of the Buyer and the Company, on behalf of itself and the Waiving Parties, irrevocably waives and will not assert any attorney-client privilege with respect to any communication among Cozen, any Xxx Company, Sellers and/or any director, manager, officer, owner, employee or representative of any of the foregoing occurring prior to the matters described Closing in clauses (iii)connection with any Seller Post-Closing Representation. Notwithstanding the foregoing, (iv)in the event that a dispute arises between the Buyer, (v)the Sponsor or any Xxx Company, (vi), (viii) and (ix) above has a materially disproportionate adverse effect on the Businessone hand, taken as and a wholethird party other than Sellers, as compared on the other hand, the Buyer, the Sponsor and any Xxx Company may assert the attorney-client privilege to other similarly situated companies prevent disclosure of confidential communications to such third party; provided, however, that conduct business in neither the countries and regions in Buyer nor the world and in Sponsor nor any Xxx Company may waive such privilege without the industries and markets in which the Acquired Companies, PKI and the Asset Sellers conduct the Business (in which case, such change, effect or circumstance shall be taken into account only to the extent it is materially disproportionate when determining whether a Business Material Adverse Effect has occurred or may, would or could, or would reasonably be expected to, occur)prior written consent of Sellers.

SELLERS. Each PKI and each of the other Sellers is an entity duly organized or incorporated, validly existing and, where applicable, in good standing (if applicable in the relevant jurisdiction) under the laws Laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws Laws of each jurisdiction where the character of the properties properties, rights and assets owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in be material to the Business, taken as a Business Material Adverse Effect (as defined below)whole. Each PKI and each of the other Sellers has all requisite corporate (or partnership (as applicableequivalent) power and authority, where such concepts are applicable, authority to carry on the business in which it is now engaged and to own and use the properties properties, rights and assets now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, event, effect or circumstance that, individually or in the aggregate, is has had or would reasonably be expected to have a materially material adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that that, a “Business Material Adverse Effect” shall not include any adverse change, event, effect or circumstance to the extent directly or indirectly resulting from or arising out of (i) actions taken by the Parties in connection with and which are expressly required by under this Agreement (including the Pre-Closing Transactions) (other than the obligations set forth in Section 4.3 clauses (i) through (viii)) or by either Party at the express written request or with the written consent of the other Party, or the failure to take any action prohibited by this AgreementBuyer, (ii) the negotiation, execution, announcement, pendency or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated herebyAgreement, including, in any such case, the impact thereof on relationships, contractual or otherwise, of the Business with its customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (it being understood provided that no effect shall be given to this clause (ii) shall not apply for purposes of the representations or warranties set forth in Section 2.4 or the closing condition with respect to the negotiation, execution, announcement, pendency or performance accuracy of this Agreement or the transactions contemplated hereby to the extent resulting from an inaccuracy of the representation or warranty contained in Section 2.4 and such representation and warranty addresses the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the performance of obligations hereunder2.4), (iii) changes in the Business’ industry or in markets generally and not specifically relating to the Businessgenerally, (iv) general changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, regulatory or political or business conditions in any country or region, (vi) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (vii) any failure by the Business to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof, (provided that in the case underlying causes of such failures (subject to the other provisions of this clause (viidefinition) shall not be excluded), the underlying cause of, or facts giving rise or contributing to, such changes or failure may be taken into account in determining whether a Business Material Adverse Effect has occurred if not otherwise excepted from this definition, (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions conditions, epidemics, pandemics or disease outbreaks (including SARS-CoV-2 or the COVID-19 virus and any evolutions or mutations thereof (“COVID-19”), or any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, regulation, rule, order or directive of any Governmental Entity in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (“COVID-19 Measures”) or any action or inaction, including the establishment of any policy, procedure or protocol, by PKI, any Seller or any of their respective subsidiaries that PKI, any Seller or any of their respective subsidiaries reasonably determines is necessary, advisable or prudent in connection with (x) ensuring compliance by PKI, any Seller or any of their respective subsidiaries with COVID-19 Measures applicable to any of them and/or (y) in respect of COVID-19, protecting the health and safety of employees or other persons with whom PKI, any Seller or any of their respective subsidiaries and their personnel come into contact with during the course of business operations (“COVID-19 Responses”) and other force majeure events in any country or region, and (ix) changes after the date hereof in law or other legal or regulatory conditions Law (or the interpretation thereof) or changes after the date hereof in accounting standards (or the interpretation thereof) or (x) any fees or expenses incurred in connection with the transactions contemplated by this Agreement), except to the extent any such change, effect or circumstance resulting from, arising out of or attributable to the matters described in clauses (iii), (iv), (v), (vi), (viii) and (ix) above has a materially disproportionate adverse effect on the Business, taken as a whole, as compared to other similarly situated companies that conduct business in the countries Business’ industry and regions in the world and in the industries and markets geographies in which the Acquired Companies, PKI and the Asset Sellers conduct the Business operates (in which case, such change, effect or circumstance shall be taken into account only to the extent it is materially disproportionate when determining whether a Business Material Adverse Effect has occurred or may, would or could, or would reasonably be expected to, could occur).

SELLERS. Each General Partner's and Xxxxxxx'x Indemnity. Seller, General Partner and Xxxxxxx agree to pay on behalf of, indemnify fully, hold harmless and defend Buffton, Cabo, and their officers, directors, and employees (collectively the "Indemnified Parties"), from and against all demands, claims, actions or causes of action, assessments, losses, damages, costs and other liabilities including without limitation reasonable attorneys' and accountants' fees, expenses, court costs, and all other out-of-pocket expenses (collectively "Losses"), asserted against or incurred by the Sellers is an entity duly organized or incorporated, validly existing and, where applicable, in good standing under the laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws of each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in a Business Material Adverse Effect (as defined below). Each of the Sellers has all requisite corporate or partnership (as applicable) power and authority, where such concepts are applicable, to carry on the business in which it is now engaged and to own and use the properties now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, effect or circumstance that, individually or in the aggregate, is a materially adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that a “Business Material Adverse Effect” shall not include any adverse change, effect or circumstance Indemnified Parties directly or indirectly resulting from arising out of or in any way connected to any of the following: A. The breach of any warranty or the inaccuracy of any representation of Seller, General Partner or Xxxxxxx contained herein; B. Any breach or failure by Seller, General Partner or Xxxxxxx to perform any of the covenants, agreements or obligations under this Agreement or any other agreement or instrument executed and delivered by or on behalf of Seller, General Partner or Xxxxxxx in connection herewith except the Area Development Agreement, any Unit Franchise Agreement, or any Consulting Agreement all by and between Xxxxxxx and Cabo; C. The assertion by any third party against Buffton or Cabo of any claim, liability or obligation, not specifically assumed by Buffton under this Agreement or any other agreement or instrument executed and delivered by or on behalf of Buffton or Cabo in connection herewith, relating to or arising out of (i) actions taken by the Parties in connection with and required by this Agreement business, operations, or by either Party at the request assets of Seller, General Partner or with the written consent Xxxxxxx or Seller's Business, whether known or unknown, accrued, contingent or otherwise as of the other PartyClosing, or the failure any judgment, orders, decrees, claims, actions, suits or proceedings related to take any action prohibited by this AgreementSeller, (ii) the negotiationGeneral Partner, executionXxxxxxx or Seller's Business, announcement, pendency arising out of events occurring or performance of this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated hereby, including, in any such case, the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (it being understood that this clause (ii) shall not apply with respect to the negotiation, execution, announcement, pendency or performance operation of this Agreement or the transactions contemplated hereby Seller's Business prior to the extent resulting from an inaccuracy of the representation or warranty contained in Section 2.4 and such representation and warranty addresses the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the performance of obligations hereunder), (iii) changes in the Business’ industry or in markets generally and not specifically relating to the Business, (iv) changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, political or business conditions in any country or region, (vi) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this Agreement, (vii) any failure by the Business to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof, provided that in the case of this clause (vii), the underlying cause of, or facts giving rise or contributing to, such changes or failure may be taken into account in determining whether a Business Material Adverse Effect has occurred if not otherwise excepted from this definition, (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in any country or region, (ix) changes in law or other legal or regulatory conditions (or the interpretation thereof) or changes in accounting standards (or the interpretation thereof) or (x) any fees or expenses incurred in connection with the transactions contemplated by this Agreement, except to the extent any such change, effect or circumstance resulting from, arising out of or attributable to the matters described in clauses (iii), (iv), (v), (vi), (viii) and (ix) above has a materially disproportionate adverse effect on the Business, taken as a whole, as compared to other similarly situated companies that conduct business in the countries and regions in the world and in the industries and markets in which the Acquired Companies, PKI and the Asset Sellers conduct the Business (in which case, such change, effect or circumstance shall be taken into account only to the extent it is materially disproportionate when determining whether a Business Material Adverse Effect has occurred or may, would or could, or would reasonably be expected to, occur)Closing.

SELLERS. Each PKI and each of the other Sellers is an entity duly organized or incorporated, validly existing and, where applicable, in good standing (if applicable in the relevant jurisdiction) under the laws Laws of its respective jurisdiction of organization and is duly qualified to conduct business under the laws Laws of each jurisdiction where the character of the properties properties, rights and assets owned, leased or operated by it or the nature of its activities, in each case as they relate to the Business, makes such qualification necessary, except for any such failures to be qualified that would not reasonably be expected to result in be material to the Business, taken as a Business Material Adverse Effect (as defined below)whole. Each PKI and each of the other Sellers has all requisite corporate (or partnership (as applicableequivalent) power and authority, where such concepts are applicable, authority to carry on the business in which it is now engaged and to own and use the properties properties, rights and assets now owned and used by it. For purposes of this Agreement, “Business Material Adverse Effect” means any change, event, effect or circumstance that, individually or in the aggregate, is has had or would reasonably be expected to have a materially material adverse effect on the business, financial condition or results of operations of the Business, taken as a whole; provided, however, that that, a “Business Material Adverse Effect” shall not include any adverse change, event, effect or circumstance to the extent directly or indirectly resulting from or arising out of (i) actions taken by the Parties in connection with and which are expressly required by under this Agreement (including the Pre-Closing Transactions) (other than the obligations set forth in Section 4.3 clauses (i) through (viii)) or by either Party at the express written request or with the written consent of the other Party, or the failure to take any action prohibited by this AgreementBuyer, (ii) the negotiation, execution, announcement, pendency or performance of the Original Agreement, this Agreement or the transactions contemplated hereby, the consummation of the transactions contemplated by this the Original Agreement or any communications with a third party by either Party (whether or not intentional) regarding this Agreement or the transactions contemplated herebyAgreement, including, in any such case, the impact thereof on relationships, contractual or otherwise, of the Business with its customers, suppliers, vendors, investors or employees and the identity of Buyer and its Affiliates (it being understood provided that no effect shall be given to this clause (ii) shall not apply for purposes of the representations or warranties set forth in Section 2.4 or the closing condition with respect to the negotiation, execution, announcement, pendency or performance accuracy of this Agreement or the transactions contemplated hereby to the extent resulting from an inaccuracy of the representation or warranty contained in Section 2.4 and such representation and warranty addresses the consequences resulting from the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or the performance of obligations hereunder2.4), (iii) changes in the Business’ industry or in markets generally and not specifically relating to the Businessgenerally, (iv) general changes in economic conditions or financial markets in any country or region or globally, including changes in interest or exchange rates and changes in currency and credit markets, (v) changes in general legal, tax, regulatory, regulatory or political or business conditions in any country or region, (vi) acts of war, armed hostilities, sabotage or terrorism, or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism threatened or underway as of the date of this AgreementOriginal Execution Date, (vii) any failure by the Business to meet any projections, guidance, estimates, forecasts or milestones for or during any period ending on or after the date hereof, (provided that in the case underlying causes of such failures (subject to the other provisions of this clause (viidefinition) shall not be excluded), the underlying cause of, or facts giving rise or contributing to, such changes or failure may be taken into account in determining whether a Business Material Adverse Effect has occurred if not otherwise excepted from this definition, (viii) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions conditions, epidemics, pandemics or disease outbreaks (including SARS-CoV-2 or the COVID-19 virus and any evolutions or mutations thereof (“COVID-19”), or any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, regulation, rule, order or directive of any Governmental Entity in connection with or in response to COVID-19, including the Coronavirus Aid, Relief, and Economic Security Act (“COVID-19 Measures”) or any action or inaction, including the establishment of any policy, procedure or protocol, by PKI, any Seller or any of their respective subsidiaries that PKI, any Seller or any of their respective subsidiaries reasonably determines is necessary, advisable or prudent in connection with (x) ensuring compliance by PKI, any Seller or any of their respective subsidiaries with COVID-19 Measures applicable to any of them and/or (y) in respect of COVID-19, protecting the health and safety of employees or other persons with whom PKI, any Seller or any of their respective subsidiaries and their personnel come into contact with during the course of business operations (“COVID-19 Responses”) and other force majeure events in any country or region, and (ix) changes after the Original Execution Date in law or other legal or regulatory conditions Law (or the interpretation thereof) or changes after the Original Execution Date in accounting standards (or the interpretation thereof) or (x) any fees or expenses incurred in connection with the transactions contemplated by this Agreement), except to the extent any such change, effect or circumstance resulting from, arising out of or attributable to the matters described in clauses (iii), (iv), (v), (vi), (viii) and (ix) above has a materially disproportionate adverse effect on the Business, taken as a whole, as compared to other similarly situated companies that conduct business in the countries Business’ industry and regions in the world and in the industries and markets geographies in which the Acquired Companies, PKI and the Asset Sellers conduct the Business operates (in which case, such change, effect or circumstance shall be taken into account only to the extent it is materially disproportionate when determining whether a Business Material Adverse Effect has occurred or may, would or could, or would reasonably be expected to, could occur).