Confidentiality Agreement shall mean the letter agreement, dated as of
February 9, 2025, by and between Parent and Purchaser, as supplemented by that certain clean team agreement, dated as of February 11, 2025.
Contaminant shall mean any back door, drop dead device, time bomb, Trojan
horse, virus, or worm or any similar malicious code designed or intended to cause (or capable of causing) the disrupting, disabling, harming or otherwise impeding of, or providing unauthorized access to, a computer
system or network or other device on which such code is stored or installed, or damaging or destroying any data or file without the knowledge of the owner or an authorized user of the system network or device.
Contract shall mean any legally binding lease, contract, license, arrangement, option, instrument or other agreement, other
than a Permit or Benefit Plan.
control shall mean, as to any Person, (a) owning more than 50 percent
(50%) of the voting power of such Person; (b) having and exercising the power to appoint or remove a majority of the directors by virtue of any powers conferred by the organizational documents, shareholders agreement or any other
document regulating its affairs; or (c) having the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise (and the terms
controlled by and under common control with shall have correlative meanings).
Covered
Loss shall mean any and all losses, Liabilities, claims, fines, deficiencies, damages, payments (including those arising out of any investigation, settlement, order, judgment, arbitral award or any appeal in respect of any of the foregoing
relating to any Action), Taxes, penalties and reasonable attorneys, experts and accountants fees and disbursements; provided that in respect of the Specified Litigation Matter, the fees and disbursement of only one counsel
per applicable jurisdiction will be considered reasonable for the purposes of this definition.
Emergency shall mean
any sudden, unexpected force majeure or abnormal event that causes, or risks causing, imminent and substantial physical damage to or the endangerment of the safety of any property, imminent and substantial endangerment of health or safety of any
person, or death or injury to any person, or imminent and substantial damage to the environment, in each case whether caused by war (whether declared or undeclared), acts of terrorism (including cyberterrorism), weather events, epidemics, pandemics,
diseases, strikes, work-stoppages, outages, explosions, blockades, insurrections, riots, landslides, earthquakes, storms, hurricanes, lightning, floods, extreme cold or freezing, extreme heat, washouts, acts of Governmental Entities (including
confiscation, seizure or tariffs) or otherwise.
Environmental Condition shall mean a condition resulting from the
release of a Regulated Substance into the environment on, in, under or within any property, but does not include the presence of a Regulated Substance in locations and at concentrations that are naturally occurring.
Environmental Law shall mean any Law addressing the pollution or protection of the environment and natural resources,
including the use, handling, transportation, treatment, storage, disposal, release or discharge of Regulated Substances.
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