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Laws
” means any domestic or foreign laws, statutes, ordinances, rules (including rules of
common law), regulations, codes, executive orders or legally enforceable requirements enacted, issued, adopted, promulgated or applied by any Governmental Entity.
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Leased Real Property
” means the real property leased, subleased or licensed by the Company or
any of its Subsidiaries as tenant, subtenant or licensee, together with, to the extent leased by the Company or any of its Subsidiaries, all buildings and other structures, facilities or improvements currently located thereon and all easements, licenses, rights and appurtenances relating to the foregoing.
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Liens
” means any mortgages, deeds of trust, liens (statutory or other), pledges, security interests,
hypothecations, participations, leases, licenses, rights of reversion, collateral security arrangements, conditional and installment agreements, claims, covenants, conditions, restrictions, reservations, options, rights of first offer or refusal, charges, easements, rights of way, encroachments, third party rights or other charges of encumbrances or title imperfections or defects of any kind or nature.
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Material Company Benefit Plans
” means (i) all Company Benefit Plans other than those that
(x) relate to fewer than 15 field employees, (y) do not relate to or affect any officer, director or senior corporate executive and (z) do not result in the incurrence of obligations to make payments in excess of $100,000 in 2013 in respect thereof and (ii) all Company Stock Award Plans.
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MergerCo Expenses
” means any actual and reasonably documented out of pocket fees and
expenses (including reasonable legal fees and expenses and fees and expenses related to the Financing) actually incurred by MergerCo and its Affiliates on or prior to the termination of this Agreement in connection with the transactions contemplated by this Agreement up to $1,500,000.
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MergerCo Material Adverse Effect
” means any event, state of facts, circumstance, development,
change or effect that, individually or in the aggregate with all other events, states of fact, circumstances, developments, changes and effects, would prevent or materially impair or materially delay the ability of MergerCo to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
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Orders
” means any orders, judgments, injunctions, awards, decrees or writs handed down,
adopted or imposed by, including any consent decree, settlement agreement or similar written agreement with, any Governmental Entity.
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Owned Real Property
” means the real property in which the Company or any Subsidiary has fee
title (or an equivalent) interest, together with all buildings and other structures, facilities or improvements currently located thereon and all easements, licenses, rights and appurtenances relating to the foregoing.
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Permitted Liens
” means (i) liens for Taxes not yet due and payable; (ii) mechanics’, materialmen’s
or other liens or security interests that secure a liquidated amount that are being contested in good faith and by appropriate proceedings; or (iii) any other liens, security interests, easements, rights-of-way, encroachments, restrictions, conditions and other encumbrances that do not secure a liquidated amount, that have been incurred or suffered in the ordinary course of business and that would not, individually or in the aggregate, preclude or materially restrict the ability to use the assets or properties for the purposes for which they are currently being used by the Company.
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Person
” means any individual, corporation, limited or general partnership, limited liability
company, limited liability partnership, trust, association, joint venture, Governmental Entity and other entity and group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Exchange Act).
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Real Property
” means the Owned Real Property and Leased Real Property, collectively.
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Release
” means any actual or threatened release, spill, emission, leaking, dumping, injection,
pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment.
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Representatives
” means, when used with respect to MergerCo or the Company, the directors,
officers, employees, consultants, accountants, legal counsel, investment bankers, agents and other representatives of MergerCo or the Company, as applicable, and its Subsidiaries.