Environmental Claims means any and all administrative, regulatory,
judicial or arbitral suits, actions, claims, proceedings, demands, investigations, inquiries, judgments, penalties, Liens or notices of noncompliance or violation by or from any Person alleging Environmental Liability or otherwise related to
Environmental Law.
Environmental Law means any Law concerning or relating to (a) the environment (including air,
water, drinking water supply, land, subsurface strata, plant and animal life, biodiversity or any other environmental medium or natural resource), (b) human health and safety as related to exposure to Hazardous Substances, or (c) the
exposure to, or the presence, use, storage, recycling, treatment, generation, transportation, processing, management, handling, labelling, production, Release or disposal of Hazardous Substances.
Environmental Liability means any obligation, liability, fine, penalty, judgment, award, settlement, loss, damage, cost,
expense or fee (including attorneys and consultants fees) that arises from or is related to (a) actual or alleged exposure to, or the presence, use, storage, recycling, treatment, generation, transportation, processing, management,
handling, labelling, production, Release or disposal of, Hazardous Substances or (b) Environmental Laws, including actual or alleged violations of, or non-compliance with, any Environmental Law, or any
Order imposed by any Governmental Authority under Environmental Law.
Environmental Permits means all permits,
licenses, franchises, consents, variances, exemptions, Orders, certificates, registrations, approvals and other similar authorizations required by or issued pursuant to any Environmental Law.
ERISA means the Employee Retirement Income Security Act of 1974.
ERISA Affiliate means, with respect to any entity, any other entity that, together with such entity, would be treated as a
single employer under Section 414 of the Code.
Exchange Agent has the meaning set forth in
Section 3.5(a).
Exchange Fund has the meaning set forth in
Section 3.5(a).
Exchange Ratio has the meaning set forth in
Section 3.1(a)(ii)(A).
Excluded Shares has the meaning set forth in
Section 3.1(a)(i).
FCPA means the U.S. Foreign Corrupt Practices Act of 1977, as amended.
Filing means any registration, petition, statement, application, schedule, form, declaration, notice, notification,
report, submission or other filing.
Financing means debt financing contemplated by the Commitment Letter.
Financing Documents has the meaning set forth in Section 8.3(a).
Financing Sources means the Persons, including each agent, arranger, Lender and other entities that have committed to
provide or have otherwise entered into agreement (including any Commitment Letter or Financing Document), in each case, in connection with all or any part of the Financing or any Alternative Financing and with respect to which such commitments or
its obligations under such agreements have not been terminated, withdrawn or repudiated, including the parties to any commitment letters, engagement letters, joinder agreements, indentures, credit agreements or loan agreements relating thereto,
including the Lenders, together with their Subsidiaries and their respective Affiliates and each officer, director, employee, partner, controlling person, advisor, attorney, agent and representative of each such Person or Affiliate and their
respective successors and
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