requirements imposed by any Governmental Authorities having jurisdiction over the Real Property, (vii) any state of facts which an accurate survey of the Real Property would disclose and
which, individually or in the aggregate, do not materially and adversely impair the continued use and operation of the applicable Real Property in the business of the Company and its Subsidiaries as currently conducted and (viii) Liens
disclosed on Section 1.01 of the Company Disclosure Schedule.
Person
means an individual, corporation,
partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Proxy Statement
shall mean a definitive proxy statement, including the related preliminary proxy statement, and any
amendment or supplement thereto, in each case prepared in accordance with Section 14(a) and Schedule 14A of the 1934 Act and relating to the Merger and this Agreement to be mailed to the Company Stockholders in connection with the Company
Stockholders Meeting.
Registered
means, with respect to Intellectual Property, issued by, filed with, registered with,
renewed by or the subject of a pending application before any Governmental Authority or Internet domain name registrar.
Representatives
of a Person, means, collectively, such Persons directors, officers, employees, investment bankers,
attorneys, accountants, consultants and other agents, advisors or representatives.
Sarbanes-Oxley Act
means the
Sarbanes-Oxley Act of 2002.
SEC
means the Securities and Exchange Commission.
Subsidiary
means, with respect to any Person, any entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other persons performing similar functions are at any time directly or indirectly owned by such Person.
Third Party
means any Person, including as defined in Section 13(d) of the 1934 Act, other than Parent or any of its
Affiliates.
THL Investors
means, collectively, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI,
L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P.; THL Coinvestment Partners, L.P.; THL Operating Partners, L.P.; Great-West Investors, LP; Putnam Investments Employees Securities Company III, LLC; THL Equity Fund VI Investors (Fogo), LLC and
THL Equity Fund VI Investors (Fogo) II, LLC.
Trademarks
means trademarks, service marks, trade names, corporate names,
symbols, logos, trade dress, Internet domain names and other similar identifiers of source or origin, in each case, including all goodwill associated therewith or symbolized thereby.
Trade Secrets
means confidential and proprietary information, trade secrets and
know-how,
including proprietary recipes, processes, techniques, technology, research, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists.
Willful Breach
shall mean a material breach of, or failure to perform any of the covenants or other agreements contained
in, this Agreement, that is a consequence of an act or failure to act by the breaching or
non-performing
Person with actual knowledge, or knowledge that a Person acting reasonably under the circumstances
should have, that such Persons act or failure to act would, or would be reasonably expected to, result in or constitute a breach of or failure of performance under this Agreement.
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