(g) Common Shares means the shares of common
stock, no par value, of the Company.
(h) Company Articles means the Amended and Restated
Articles of the Company, as amended.
(i) Company Disclosure Schedule has the meaning set forth
in the lead-in to Article III.
(j) Company
Entities means the Company and its subsidiaries; provided, however, that none of the Partnership or its subsidiaries shall be considered a Company Entity for purposes of this Agreement.
(k) Company Schedule has the meaning set forth in the
lead-in to Article III.
(l) Enforceability
Exceptions means (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors rights generally and by general principles of equity (regardless of
whether such enforceability is considered in a Proceeding in equity or at Law) and (ii) public policy, applicable Law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.
(m) Exchange Act means the Securities and Exchange Act of 1934, as amended.
(n) GAAP means generally accepted accounting principles in the United States of America in effect as
of the date hereof; provided, that for the financial statements of the Company prepared as of a certain date, GAAP referenced therein shall be GAAP as of the date of such financial statements.
(o) Governmental Authority means any federal, state, provincial, local or foreign court, tribunal,
arbitrator, administrative body or other governmental or quasi-governmental entity, including any head of a government department, body or agency, with competent jurisdiction.
(p) Knowledge means, with respect to the Company, the actual knowledge of the Chief Executive
Officer, the Chief Financial Officer and the Chief Operating Officer of the Company after reasonable inquiry.
(q) Laws means all statutes, regulations, codes, tariffs, ordinances, decisions, administrative
interpretations, writs, injunctions, stipulations, statutory rules, orders, judgments, decrees, and terms and conditions of any grant of approval, permission, authority, permit, or license of any court, Governmental Authority, statutory body, or
self-regulatory authority (including the New York Stock Exchange).
(r) Lead Investors means the
Investors listed on Exhibit E.
(s) Liens means any lien (statutory or otherwise),
encumbrance, security interest, security agreement, pledge, mortgage, conditional sale, trust receipt, charge or claim or a lease, consignment or bailment, preference or priority, assessment, easement, servitude, restriction on transfer or other
encumbrance upon or with respect to any property of any kind.
(t) Material Adverse Effect means
any event, circumstance, occurrence, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material and adverse effect on (a) the Assets, liabilities, condition (financial or otherwise),
business, results of operations, affairs or prospects of the Company Entities taken as a whole; (b) the ability of the Company Entities taken as a whole to carry on their respective business as such business is conducted as of the date hereof
or on the ability of the Company Entities taken as a whole to meet their obligations under the Restructuring Documents on a timely basis; or (c) the ability of the Company or the Company Entities to consummate the transactions contemplated by
the Restructuring Documents; provided, however, that a Material Adverse Effect shall not include any material and adverse effect on the foregoing to the extent such material and adverse effect results from, arises out of, or is
attributable to (i) a general deterioration in the economy or changes in the general state of the industries in which
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