and other regulatory matters: absence of litigation: real property; intellectual property matters, including software. IT systems, and data privacy: tax matters; employee benefit plan matters; labor and employment matters: environmental matters; material contracts: finders' and brokers' fees and expenses: the opinion of Mobileye's financial advisor with respect to the fairness of the Offer Consideration: insurance: transactions with affiliates; anti-takeover measures: and the accuracy of information supplied for purposes of the Offer documents and the Schedule 14D-9. The representations and warranties in the Purchase Agreement made by Mobileye are, in certain cases, modified by "knowledge," "materiality" and "Company Material Adverse Effect" qualifiers. For purposes of the Purchase Agreement, with respect to Mobileye, "knowledge" means the actual knowledge of certain employees of Mobileye, after reasonable inquiry of the persons who would reasonably be expected to have actual knowledge of the applicable matter. For purposes of the Purchase Agreement, "Company Material Adverse Effect" means any fact, change, event, development, occurrence, or effect (each, an "Effect-) that (a) materially adversely affects the business, assets, results of operations, or financial condition of Mobileye and its subsidiaries, taken as a whole, or (b) prevents or materially impairs the ability of Mobileye to consummate the transactions contemplated by the Purchase Agreement. Clause (a) of the definition of Company Material Adverse Effect excludes: (i) general economic conditions (or changes in such conditions) in the United States. The Netherlands, Israel, or any other country or region in the world in which Mobileye or its subsidiaries conduct business, or conditions in the global economy in general; (ii) changes in any financial, debt, credit, capital, banking, or securities markets or conditions: (iii) changes in interest currency, or exchange rates or in the pri