LPT Adjustment definition
LPT Adjustment has the meaning set forth in Section 2.8(h). “LPT Agreement” has the meaning set forth in the recitals. “LPT Reinsurer” means Everest Reinsurance Company (Canadian branch), a Delaware reinsurance company. “LPT Settlement Amount” means the amount calculated pursuant to Schedule 2.3(e). “Malicious Code” has the meaning set forth in Section 3.11(e). “Mandatory Disclosure” has the meaning set forth in Section 7.3. “Market Conduct Claim” means any notice of material non-compliance with Law received from a Governmental Authority, any notice of material non-compliance with Law received from a customer, any other material complaint to which meaningful consideration has been given by the ombudsperson or general counsel of an Acquired Company, or any dispute or legal proceeding in progress against or relating to an Acquired Company that, with respect to each of the foregoing, relates in material part to (a) a misrepresentation or failure of an Acquired Company to accurately describe the nature, provisions, financial elements or benefits of an Insurance Policy or (b) a violation of Law relating to the sale, marketing, claims handling or servicing of an Insurance Policy by an Acquired Company. “Material Contract” has the meaning set forth in Section 3.12(a). “Migration Coordinator” has the meaning set forth in Section 5.16(f). “Migration Plan” has the meaning set forth in Section 5.16(b). “Multi-Employer Pension Plan” means a Benefit Plan that is a “multi-employer pension plan” as that term is defined subsection 1(1) of the Pension Benefits Act (Ontario) or a similar plan subject to the pension standards legislation of any other applicable jurisdiction in Canada. “Notice of Disagreement” has the meaning set forth in Section 2.8(c). “OHSA” has the meaning set forth in Section 3.14(h). “Ontario Lease” means the Lease Agreement, effective as of March 7, 2005, by and between Brookfield Office Properties Inc., HRI Exchange Inc. and PFS Exchange Inc., collectively