Processing means any operation performed on Personal Information,
including the collection, creation, receipt, access, use, handling, compilation, analysis, monitoring, maintenance, retention, storage, transmission, transfer, protection, disclosure, distribution, destruction, or disposal of Personal Information.
Proxy Statement has the meaning set forth in Section 5.3(a).
Qualified Plan has the meaning set forth in Section 3.17(d).
R&W Insurance Policy has the meaning set forth in Section 8.1.
Real Property means the Companys or, if applicable, any of the SpinCo Subsidiarys or the Acquired
Subsidiarys interest in land owned, leased or subleased by the Company or any of the SpinCo Subsidiaries or the Acquired Subsidiaries and used in exclusively in connection with the Acquired Business (collectively, the Land),
together with all buildings, structures, facilities and other improvements located thereon (collectively, the Improvements); all right, title and interest of the Company or any of the SpinCo Subsidiaries or the Acquired
Subsidiaries and used in exclusively in connection with the Acquired Business, as applicable, if any, in and to any and all appurtenances, strips or gores, roads, easements, streets, alleys, drainage facilities and rights-of-way bounding any of the Land; all right, title and interest of the Company or any of the SpinCo Subsidiaries or the Acquired Subsidiaries, as applicable, if any, in and to all utility capacity,
utilities, water rights, licenses, permits, entitlements, and bonds, if any, and all other rights and benefits attributable to the Land; and all right, title and interest of the Company or any of the SpinCo Subsidiaries or the Acquired Subsidiaries,
as applicable, if any, in and to all rights of ingress and egress thereto; all right, title and interest of the Company or any of the SpinCo Subsidiaries or the Acquired Subsidiaries, as applicable, if any, in and to all transferable consents,
authorizations, variances or waivers, licenses, permits and approvals from any Governmental Entity in connection with the Land or the Improvements held by or granted to the Company or any of the SpinCo Subsidiaries or the Acquired Subsidiaries and
used in exclusively in connection with the Acquired Business, as applicable, any of their respective predecessors in title, and/or the agents thereof with respect to the Land or the Improvements; all right, title and interest of the Company or any
of the SpinCo Subsidiaries or the Acquired Subsidiaries and used in exclusively in connection with the Acquired Business, as applicable, in and to all site plans, surveys, soil and substratus studies, and engineering and architectural drawings,
plans and specifications, in the possession or control of the Company or any of the SpinCo Subsidiaries or the Acquired Subsidiaries and used in exclusively in connection with the Acquired Business, as applicable, relating to the Land or
Improvements.
Record Date has the meaning set forth in Section 5.3(a).
Related Parties has the meaning set forth in Section 8.19.
Release means any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal,
dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).
Reorganization means the transfer of the SpinCo Subsidiaries to SpinCo pursuant to and in accordance with this Agreement
and the other Transaction Documents.
Remedial Action means all action to (a) restore or reclaim the environment
or natural resources or (b) perform remedial investigations, feasibility studies, clean up or corrective actions, closures and post-remedial or post-closure studies, investigations, operations, maintenance and monitoring on, about or in any
location.
Representatives means, with respect to any Person, such Persons or its Subsidiaries officers,
directors, executive level employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants and other representatives.
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