Remedial Action means any action required to investigate, clean up,
remove or remediate, or conduct remedial, responsive, monitoring or corrective actions with respect to, any Release of Hazardous Materials.
Representatives means, with respect to any Person, such Persons Affiliates and its and their respective directors,
officers, employees, agents, representatives, consultants and advisors.
Retained Business means the businesses of the
Seller or any of its Subsidiaries other than the Business.
SEC means the Securities and Exchange Commission.
Seller Privacy Policies means the Sellers or any of its Subsidiaries applicable policies and procedures made
available to the public relating to the Sellers collection, use, storage, disclosure, or cross-border transfer of Personal Data, as they exist or existed on or prior to the date of this Agreement.
Sellers Knowledge or Knowledge of the Seller means the actual knowledge of each of
the individuals listed in Section 1.1(b) of the Disclosure Schedule, in each case, after reasonable inquiry of such individuals direct reports with responsibility for the matter at hand.
Specified Transform Contracts means the Store License Agreement and the Trademark License Agreement.
Store License Agreement means that certain Store License Agreement, dated as of August 8, 2012, between Transform (as
assignee from Sears Holdings Corporation) and Sears Outlet Stores, L.L.C., as amended.
Subsidiary means, with respect
to any Person, a corporation, partnership, joint venture, association, limited liability company or other entity of which such first Person owns, directly or indirectly, more than 50% of the outstanding voting stock or other ownership interests or
directly or indirectly has the right to elect a majority of the board of directors or other Persons performing similar functions.
Target Working Capital Amount means $75,000,000.
Tax or Taxes means all U.S. federal, state, provincial, local,
non-U.S. taxes, charges, fees, duties, levies, imposts, impositions, tolls, deficiencies or other assessments of any kind whatsoever (including income, gross income, gross receipts, sales, use, ad
valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes), imposed by any Governmental Authority, together with
any interest, penalties, and additions to tax with respect thereto.
Tax Returns means any and all returns, reports and
forms (including elections, declarations, amendments, schedules, information returns or attachments thereto) filed or required to be filed with a Governmental Authority with respect to Taxes.
Term Loan means the Term Loan Credit Agreement, dated February 16, 2018, among the Seller, Sears Authorized Hometown
Stores, LLC and the other borrowers party thereto, Gordon Brothers Finance Company, as agent, lead arranger, and sole bookrunner, and Gordon Brothers Finance Company, LLC, as lender, as amended on May 3, 2019.
Trademark License Agreement means that certain Trademark License Agreement, dated as of August 8, 2012, between
Transform (as assignee from Sears Holdings Corporation) and the Seller, as amended.
Trademarks means trademarks,
service marks, trade names, business names, slogans, trade dress, logos and other indicia of origin, and Internet domain names and social medial accounts and handles, whether registered or not, together with the goodwill associated therewith and all
registrations and applications for registration therefor.
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