WHEREAS, of the board of managers of Merger Sub (the Merger Sub
Board) has (a) determined that this Agreement and the transactions contemplated by this Agreement, including the Merger, are in the best interests of Merger Sub and declared it advisable for Merger Sub to enter into this Agreement and
consummate the Merger and (b) authorized and approved the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement, including the Merger.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be
legally bound, the parties agree as follows:
ARTICLE I
DEFINED TERMS; CONSTRUCTION
Section 1.1 Definitions. As used in this Agreement, the following terms have the meanings ascribed thereto below:
Affiliate means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by, or is under
common control with, such Person. For this purpose, control (including, with its correlative meanings, controlled by and under common control with) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise; provided, however, that, except where otherwise
expressly provided, for the purpose of this Agreement, no Group Member, on the one hand, or Parent or any of Parents Subsidiaries (including the General Partner, HLH, HoldCo and Merger Sub), on the other hand, shall be considered to be
Affiliates with respect to each other; provided, further, however, that REH shall not be considered an Affiliate of Parent or the Partnership.
Agreement has the meaning set forth in the Preamble.
Antitrust Laws means the HSR Act, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission
Act, as amended, and any other United States federal or state or foreign statutes, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions having the purpose
or effect of monopolization or restraint of trade.
Applicable Anti-Corruption Laws has the meaning set forth in
Section 4.8(b).
Balance Sheet Date means June 30, 2023.
Benefit Plan means (i) any employee benefit plan within the meaning of Section 3(3) of ERISA, whether
or not subject to ERISA, and (ii) any employment, consulting, severance, termination, retention, change of control, health, medical, dental, vision, cafeteria, disability, accident, insurance, vacation,
paid-time-off, flex spending, perquisite, welfare fringe benefit, compensatory equity or equity-based, deferred compensation, profit sharing, retirement, pension, savings, termination and each other
compensation or employee benefit plan, program, policy, agreement or arrangement.
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