Insurance Regulator means, with respect to any jurisdiction, the
Governmental Entity(ies) charged with the supervision of insurance producers, agents, brokers, third party administrators, independent adjusters and other similar entities or persons requiring a License pursuant to applicable Insurance Laws in such
jurisdiction, such as a state department of insurance, state department of health or the Centers for Medicare and Medicaid Services.
IRS means the U.S. Internal Revenue Service.
IT Assets means technology devices, computers, hardware, Software, servers, networks, workstations, routers, hubs,
circuits, switches, data communications lines and all other information technology equipment, interfaces or related systems.
Knowledge or any similar phrase means (a) with respect to the Company, the knowledge, after reasonable inquiry,
of the individuals listed in Section 1.1 of the Company Disclosure Schedule and (b) with respect to Parent and/or Merger Sub, the knowledge, after reasonable inquiry, of the individuals listed in Section 1.1 of the Parent Disclosure
Schedule; provided, that, notwithstanding the foregoing, in each case of (a) and (b), such reasonable inquiry shall not require such individuals to conduct or obtain (or have conducted or obtained) any searches or analyses (including
clearance or prior art searches), legal opinions (including freedom-to-operate opinions) or similar investigations regarding Intellectual Property Rights.
Law means any applicable provision of any federal, state, local or foreign law, statute, constitution, treaty,
principle of common law, ordinance, code, standard, rule, regulation, directive, interpretive guidance, ruling or requirement issued, enacted, entered, enforced, adopted, promulgated or otherwise put into effect by or under the authority of any
Governmental Entity, or any Order. For the avoidance of doubt, any reference to Law shall include all Insurance Laws and Privacy Laws.
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.
Licenses means all licenses, permits, certifications, approvals, registrations, consents, authorizations,
accreditations, qualifications, franchises, variances and exemptions issued or granted by a Governmental Entity.
Material
Adverse Effect means any event, change, development, circumstance, fact or effect (each, a Change) that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a material
adverse effect on the condition (financial or otherwise), business, assets or results of operations of the Company and its Subsidiaries (taken as a whole) or (ii) would, or would reasonably be expected to, prevent the ability of the Company to
consummate the Merger by the Outside Date; provided, however, that none of the following, either individually or in the aggregate, shall be taken into account in determining whether a Material Adverse Effect has occurred or would
reasonably be expected to occur:
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