(www) “Parent Related Parties” means, collectively, (i) Parent, Merger Sub or the Guarantor; and (ii) the former, current and future holders of any equity, controlling persons, Representatives, Financing Sources, Affiliates (other than Parent, Merger Sub or Guarantor), members, managers, general or limited partners, stockholders and assignees of each of Parent, Merger Sub and Guarantor.
(xxx) “Parent
Termination Fee” means, subject to Section 2.3, an amount in cash equal to $382,220,000.
(yyy) “Payroll Tax Executive Order” means any U.S. presidential memorandum, executive order or similar pronouncement permitting or requiring the deferral of any payroll Taxes (including those imposed by Section 3101(a) and 3201 of the Code).
(zzz) “Permit” means any permits, licenses, variances, clearances, consents, commissions, franchises, exemptions, orders and approvals from Governmental Authorities.
(aaaa) “
Permitted
Lien” means any of the following: (i) liens for Taxes, assessments and governmental charges or levies either not yet delinquent or that are being contested in good faith and by appropriate proceedings and for which reserves have been established on the applicable books and records to the extent required by GAAP; (ii) mechanics, carriers’, workmen’s, warehouseman’s, repairmen’s, materialmen’s or other similar liens or security interests incurred in the ordinary course of business for amounts that are not yet delinquent or that are being contested in good faith and by appropriate proceedings and for which reserves have been established to the extent required by GAAP; (iii) third Person leases, subleases and licenses (other than capital leases and leases underlying sale and leaseback transactions) entered into the ordinary course of business under which there exists no material default; (iv) pledges or deposits to secure obligations pursuant to workers’ compensation
Laws or similar legislation or to secure public or statutory obligations; (v) pledges and deposits to secure the performance of bids, trade
contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature, in each case in the ordinary course of business; (vi) defects, imperfections or irregularities in title, easements, covenants and rights of way (unrecorded and of record) and other similar liens (or other encumbrances of any type), in each case that do not, and are not reasonably likely to, adversely affect in any material respect the current use or occupancy of the applicable property owned, leased, used or held for use by
the Company or any of its
Subsidiaries;
(vii) zoning, building and other similar codes or restrictions that are not violated in any material respect by the current use or occupancy by
the Company or any of its
Subsidiaries of the real property subject thereto; (viii) liens the existence of which are disclosed in the notes to the consolidated financial statements of
the Company included in the SEC Reports; (ix) non-exclusive licenses to Company Intellectual Property granted by
the Company or any of its
Subsidiaries in the ordinary course of business; (x) any other liens
that do not secure a liquidated amount or indebtedness for borrowed money, that have been incurred or suffered in the ordinary course of business, and that would not have a Company Material Adverse Effect; (xi) statutory, common law or contractual liens of landlords under real property leases; (xii) liens against the fee interests of the landlord or owner of any Company properties unless caused by
the Company or any of its
Subsidiaries; (xiii) liens or encumbrances imposed on the underlying fee interest in real property leased, subleased or otherwise occupied by
the Company or any of its
Subsidiaries; and (xiv) liens
securing obligations under Indebtedness that will be repaid and terminated in full at the Closing.
(bbbb) “Person” means any individual, corporation (including any non-profit corporation), limited liability company, joint stock company, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, firm, Governmental Authority or other enterprise, association, organization or entity.
(cccc) “Pre-Closing Period” means the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (i) termination of
this Agreement pursuant to Article VIII and (ii) Effective Time.
(dddd) “Registered Intellectual Property” means all (i) Patents; (ii) registered and applied-for Marks; and (iii) registered Copyrights.
(eeee) “Related Party” means a Company Related Party or a Parent Related Party, as applicable.
(ffff) “Representatives” means the Affiliates, directors, officers, employees, consultants, agents, financing sources,
representatives and advisors of a Party.