Financing Sources means each debt provider (including each agent and
arranger) that commits to provide Parent or any of its Subsidiaries Debt Financing (including any Persons providing Substitute Financing) pursuant to the Debt Commitment Letter (the Financing Entities), and their respective
Representatives and other Affiliates; provided that neither Parent nor Merger Subsidiary shall be a Financing Source.
GAAP means generally accepted accounting principles in the United States.
Governmental Authority means any transnational, domestic or foreign federal, state, provincial, municipal or local
governmental, quasi-governmental, regulatory or administrative authority, or self-regulatory organization, department, ministry, court, arbitrator or arbitral body, other tribunal, commission, commissioner, board, subdivision, bureau, agency or
official, including any political subdivision thereof.
Hazardous Substances means petroleum and petroleum distillates,
polychlorinated biphenyls, friable asbestos or friable asbestos containing materials, PFAS, compounds, substances, products, materials or wastes that are defined, classified, limited or regulated as hazardous, toxic, a contaminant or pollutant, PBT
chemicals, or that could give rise to any liability due to their harmful or deleterious properties, under any Environmental Law.
HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Indebtedness means (i) any indebtedness or other obligation for borrowed money, whether current, short-term or
long-term and whether secured or unsecured, (ii) any indebtedness evidenced by a note, bond, debenture or other security or similar instrument, (iii) any liabilities or obligations with respect to interest rate, currency or commodity
swaps, collars, caps, hedging obligations or any contract designated to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices, (iv) any capitalized lease obligations, (v) any direct or
contingent obligations under letters of credit, bankers acceptances, bank guarantees, surety bonds and similar instruments, each to the extent drawn upon and paid, (vi) any obligation to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business) and (vii) guarantees in respect of clauses (i) through (vi), including guarantees of another Persons Indebtedness or any obligation of another Person
which is secured by assets of the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable; provided that Indebtedness shall not include any such obligations of any kind between the Company and any of
its Wholly-Owned Subsidiaries or between any Wholly-Owned Subsidiary of the Company and another Wholly-Owned Subsidiary of the Company.
Intellectual Property Rights means any and all intellectual property rights or similar proprietary rights arising anywhere
in the world, whether statutory, based on common law or otherwise, and whether registered or unregistered, including in or with respect to, or arising from, any of the following: (i) works of authorship, including exclusive exploitation rights,
copyrights, moral rights of authors, Software and mask works; (ii) trademarks, service marks, trade dress, logos, trade names and other source identifiers, domain names, URLs, together with all goodwill associated with any of the foregoing
(collectively, Trademarks); (iii) trade secrets, know-how, inventions, invention disclosures, methods, processes, protocols, specifications, techniques and other forms of technology;
(iv) patents, utility models, designs and industrial property rights; (v) data and database rights, including any such rights provided by contract; and (vi) all registrations, renewals, extensions, combinations, statutory invention
registrations, provisionals, continuations, continuations-in-part, reexaminations, divisions or reissues of, and applications for, any of the rights referred to in
clauses (i) through (v).
Intervening Event means any material change, event, occurrence or development with
respect to the Company and its Subsidiaries occurring after the date of this Agreement that was not known to, or reasonably foreseeable by, the Board of Directors as of the date of this Agreement (or if known, the material consequences of which were
not known or reasonably foreseeable to the Board of Directors as of the date of this Agreement); provided that, none of the following, in and of itself, shall constitute an Intervening Event: (i) any Acquisition
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