Environmental Claim
means any Order, action suit, claim, fine, penalty,
investigation or other legal proceeding or any settlement or judgment arising therefrom, brought by any Person alleging liability of whatever kind or nature (including, without limitation, liability or responsibility for the cost of enforcement
proceedings, investigations,
clean-up,
response, removal or remediation, natural resource damages, property damages, personal injuries, penalties, contribution, indemnification and injunctive relief) arising
out of, based on or resulting from: (i) the presence, Environmental Release of, or exposure to, any Hazardous Substances; or (ii) any actual or alleged noncompliance with any Environmental Law or term or condition of any Permit under any
Environmental Law.
Environmental Laws
shall mean all foreign, federal, state and local laws, regulations, rules and
ordinances relating to (i) pollution of or protection of the environment (including, without limitation, ambient air, surface water, groundwater, soils and other surface and subsurface strata, sediments and any other environmental medium or
natural resources), or (ii) the use, presence, exposure to, manufacture, containment, storage, recycling, reclamation, reuse, treatment, generation, transportation, processing, handling, labeling, production, release, disposal or remediation of
Hazardous Substances.
Environmental Notice
means any written directive, notice of violation or infraction, notice of
noncompliance, general notice or special notice of potential liability, letter of warning, request for information and any other notice respecting any Environmental Claim or pursuant to any Environmental Law or regarding the violation of any term or
condition of any environmental Permit.
Environmental Releases
means any spill, leak, emission, emptying, escaping,
injection, discharge, disposal, escape, dumping, leaching, migrating, pumping, pouring, or release of a Hazardous Substance.
GAAP
means generally accepted accounting principles in the United States.
Hazardous Substances
means any chemicals, materials or substances defined as a hazardous substance,
hazardous waste, hazardous material, hazardous constituent, restricted hazardous material, extremely hazardous substance, toxic substance, contaminant,
pollutant, toxic pollutant, or words of similar meaning and regulatory effect under any applicable Environmental Law including, without limitation, petroleum and its byproducts, radon, asbestos, polychlorinated biphenyls,
lead and lead containing materials and urea formaldehyde insulation.
Income Tax
means any Tax imposed on or measured
by reference to income.
Income Tax Return
means any Tax Return relating to Income Taxes.
Intellectual Property
means all intellectual property rights throughout the world, including patent and the invention and
discoveries therein; trade secrets or proprietary confidential information; copyrights and copyrightable works; trademarks, service marks, trade names, and the goodwill of the business appurtenant thereto; and Internet domain names.
IPCo
means Bob Evans Core, LLC, a Delaware limited liability company.
Knowledge
means the actual knowledge of the officers of the Company or Parent, as the case may be, as set forth in
Section 9.13 of the Company Disclosure Letter and Section 9.13 of the Parent Disclosure Letter, respectively.
Laws
means, any United States, federal, state or local, or any foreign, law, constitution, treaty, convention, ordinance,
code, rule, statute or regulation enacted, issued, adopted, promulgated, entered into or applied by a Governmental Entity.
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