deemed to have actual knowledge of facts that would be reasonably expected to come to the attention of such Person in the course of the management reporting practices of Prosperity or Legacy, as
applicable.
(C) Business Day means any day, other than Saturday, Sunday or any day on which
banking institutions located in Houston, Texas are authorized or required by applicable Law or any Governmental Authority to close.
(D) Prosperity Employee Plan means any employee benefit plan (as defined in ERISA),
whether or not subject to ERISA, all specified fringe benefit plans as defined in Code § 6039D, and all other bonus, incentive, compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock
purchase, employee stock ownership, savings, severance, employment, termination, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, group insurance, vacation, holiday, sick leave, fringe
benefit or welfare plan, or any other similar plan, agreement, policy or understanding (whether written or oral, qualified or nonqualified), and any trust, escrow or other agreement related thereto, which: (i) is currently sponsored, maintained
or contributed to by Prosperity or any Prosperity Subsidiary, or with respect to which Prosperity or any Prosperity Subsidiary is a party or has any liability; and (ii) provides compensation or benefits to any current or former director,
officer, employee or other service provider of Prosperity or any Prosperity Subsidiary, or the dependents of any thereof, regardless of whether funded or unfunded.
(E) Prosperity Property or Prosperity Properties means all real property owned or
leased by Prosperity or any Prosperity Subsidiary, including properties that any Prosperity Subsidiary has foreclosed on as well as their respective premises and all improvements and fixtures thereon.
(F) Environmental Laws means any applicable federal, state, or local Laws now in effect and in each
case as amended to date, including any judicial or administrative order, consent decree, judgment relating to pollution or protection of public or employee health or safety or the environment, including the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; the Hazardous Materials Transportation Authorization Act, as amended 49 U.S.C. § 5101, et. seq.; the Resource Conservation and Recovery Act of 1976, as amended,
42 U.S.C. § 6901, et. seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1201, et. seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et. seq.; the Clean Air Act, 42 U.S.C. § 7401, et. seq.; and the
Safe Drinking Water Act, 42 U.S.C. § 300f. et. seq.
(G) Governmental Authority means any
United States or foreign federal, state or local court, administrative agency, commission or other governmental authority or instrumentality thereof, in each case, of competent jurisdiction, including the Regulatory Agencies.
(H) Hazardous Material means any pollutant, contaminant, chemical, or toxic or hazardous substance,
constituent, material or waste, or any other chemical, substances, constituent or waste including petroleum, including crude oil or any fraction thereof, or any petroleum product, defined as or included in the definition of hazardous
substances, hazardous wastes, hazardous materials, extremely hazardous wastes, restricted hazardous wastes, toxic substances, toxic pollutants, contaminants,
or pollutants, or words of similar import, under any Environmental Laws, or which is in any way regulated as hazardous or toxic by any federal, state or local government authority, agency or instrumentality, including mixtures thereof
with other materials, and including any regulated building materials such as asbestos and lead, but notwithstanding the foregoing or any other provision in this Agreement to the contrary, the words Hazardous Material shall not mean or
include any such Hazardous Material used, generated, manufactured, stored, disposed of or otherwise handled in normal quantities in the ordinary course of the business of Legacy or any Legacy Subsidiary or Prosperity or any Prosperity Subsidiary, as
applicable, in compliance with all Environmental Laws, or such that may be naturally occurring in any ambient air, surface water, ground water, land surface or subsurface strata.
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