Company Balance Sheet
means the consolidated balance sheet of the Company
as of the Company Balance Sheet Date and the footnotes thereto set forth in the Company
10-K.
Company Balance Sheet Date
means May 31, 2016.
Company Disclosure Schedule
means the disclosure schedule dated the date hereof regarding this Agreement that has been
provided by the Company to Parent and Merger Subsidiary.
Company Employee
means an employee of the Company or any of
its Subsidiaries. For the avoidance of doubt, no employee of a Franchisee shall be considered a Company Employee.
Company
Stock
means the common stock, $0.01 par value, of the Company.
Company
10-K
means the Companys annual report on Form
10-K
for the fiscal year ended May 31, 2016.
Confidentiality Agreement
means the confidentiality agreement dated January 25, 2017, as amended, between the Company
and NRD Ventures, LLC.
Environmental Laws
means any and all federal, state or local law, decision, statute, rule,
regulation or ordinance (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, worker health and safety (solely as it relates to exposure to, use or release of Hazardous
Materials), or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse,
treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials; and/or (c) that otherwise have as their principal purpose the protection of the environment or worker health and
safety (solely as it relates to exposure to, use or release of Hazardous Materials).
Employee Plan
means each written
(i) employee benefit plan as defined in Section 3(3) of ERISA or (ii) other compensation, bonus, incentive pay, deferred compensation, equity-based, severance, retention,
change-in-control,
profit-sharing, vacation, paid-time off, fringe benefit, health, welfare, death or disability benefit plan, program, agreement or arrangement, in each case that is sponsored, maintained or
contributed to by the Company or any of its Subsidiaries for the benefit of any Company Employee.
ERISA
means the
Employee Retirement Income Security Act of 1974.
ERISA Affiliate
of any entity means any other entity that, together
with such entity, would be treated as a single employer under Section 414 of the Code.
GAAP
means generally
accepted accounting principles in the United States.
GBCC
means the Georgia Business Corporation Code.
Governmental Authority
means any transnational, domestic or foreign federal, state or local governmental, regulatory or
administrative authority, department, court, agency or official, including any political subdivision thereof.
Hazardous
Material
means: all toxic or hazardous materials, chemicals, wastes, pollutants or similar substances which are regulated, governed, restricted or prohibited by any Applicable Laws relating to the environment, including, without
limitation, petroleum of any kind and in any form including but not limited to fuel oil, oil sludge, oil refuse, oil mixed with other waste, crude oil, gasoline, diesel fuel and kerosene, or
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