generation, storage, treatment, transportation, recycling, disposal, discharge, release, handling, control or cleanup of any Hazardous Substances, as such of the foregoing are promulgated and in
effect on or prior to the Closing Date.
(dd)
ERISA
means the Employee Retirement Income Security Act
of 1974.
(ee)
Exchange Act
means the Securities Exchange Act of 1934.
(ff)
Financing Sources
means the Debt Financing Sources and the Equity Investors and any other Persons, if
any, committed to provide the Equity Financing under the Equity Commitment Letter.
(gg)
FTC
means the
United States Federal Trade Commission or any successor thereto.
(hh)
GAAP
means generally accepted
accounting principles, consistently applied, in the United States.
(ii)
Governmental Authority
means
any government, governmental, administrative, self-regulatory or regulatory entity or body, department, commission, board, agency or instrumentality, or other legislative, executive or judicial governmental entity, and any court, tribunal or
judicial body, in each case whether federal, state, county or provincial, and whether local or foreign.
(jj)
Governmental Authorization
means any authorizations, approvals, licenses, franchises, clearances, permits, certificates, waivers, consents, exemptions, variances, registrations, certificates of need (or similar Governmental
Authority approvals), expirations and terminations of any waiting period requirements (including, pursuant to Antitrust Laws) issued by or obtained from, and notices, filings, registrations, qualifications, declarations and designations with, a
Governmental Authority.
(kk)
Group
has the meaning as used in Section 13 of the Exchange Act.
(ll)
Hazardous Substance
means any hazardous substance, material or waste, pesticide, pollutant,
contaminant, toxic chemical, petroleum or petroleum product, polychlorinated biphenyls or friable asbestos.
(mm)
HSR Act
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
(nn)
Indebtedness
means any of the following obligations: (i) indebtedness for borrowed money (including any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitment and other fees, sale
or liquidity participation amounts, reimbursements, indemnities and all other amounts payable in connection therewith); (ii) obligations evidenced by bonds, debentures, notes or other similar instruments or debt securities;
(iii) obligations pursuant to or in connection with letters of credit, surety bonds, performance bonds or bankers acceptances (in each case whether or not drawn, contingent or otherwise); (iv) obligations pursuant to capitalized
leases; (v) obligations arising out of interest rate and currency swap, hedging, cap, collar or futures Contracts or other similar derivative instruments, agreements or arrangements; (vi) deferred purchase price obligations for property or
services or related to past acquisitions and payment obligations in connection with earnouts or other contingent payment obligations under Contracts (other than contingent indemnification obligations that have not matured and as to which no claims
have been made, or to the Knowledge of the Company, threatened), and (vii) indebtedness of others of the kind described in clauses (i) through (vi) guaranteed by the Company or any of its Subsidiaries or secured by any lien or security
interest on the assets of the Company or any of its Subsidiaries.
(oo)
Information Privacy and Security
Laws
means all enacted or entered federal, state, local, and
non-U.S.
laws, rules, regulations, ordinances, decrees, directives, judgments, and governmental orders that directly apply to or cover the
Companys or any of its Subsidiaries practices with respect to privacy or security
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