orders, judgments or decrees promulgated or issued with respect to the foregoing Environmental Laws by Governmental Entities with jurisdiction in the premises and any other federal, state or
local statutes, laws, ordinances, rules, regulations, orders, codes, decisions, judgments, injunctions or decrees that regulate or otherwise pertain to the protection of human health, safety or the environment, including but not limited to the
management, control, discharge, emission, exposure, treatment, containment, handling, removal, use, generation, permitting, migration, storage, release, transportation, disposal, remediation, manufacture, processing or distribution of Hazardous
Materials.
ERISA
means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations
promulgated thereunder.
Excess Shares
has the meaning set forth in
Section
2.1(e)
.
Exchange Act
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Exchange Agent
has the meaning set forth in
Section
2.2(a)
.
Exchange Fund
has the meaning set forth in
Section
2.2(a)
.
Execution Date
has the meaning set forth in the Preamble.
Fractional Share Proceeds
has the meaning set forth in
Section
2.1(e)
.
GAAP
has the meaning set forth in
Section
1.2
.
Governing Documents
means, with respect to any Person, the certificate or articles of incorporation or formation, bylaws,
articles of organization, limited liability company agreement, partnership agreement, formation agreement, joint venture agreement, operating agreement, unanimous equity holder agreement or declaration or other similar governing documents of such
Person.
Governmental Entity
means any federal, state, tribal, provincial, municipal, foreign or other government,
governmental court (including the Delaware Court of Chancery, other state courts, a federal district court or other federal court, each with applicable jurisdiction), department, commission, board, bureau, regulatory or administrative agency or
instrumentality.
Hazardous Material
means any substance, whether solid, liquid, or gaseous, which is listed, defined,
or regulated as a hazardous material, hazardous waste, solid waste, hazardous substance, toxic substance, pollutant, or contaminant, or words of similar meaning or
import found in any applicable Environmental Law.
Holders
means, when used with reference to shares of the Parent
Common Stock or the SXCP Common Units, the holders of such shares or units shown from time to time in the registers maintained by or on behalf of Parent or SXCP, respectively.
Knowledge
as used in this Agreement with respect to a party hereto, means the actual knowledge of that partys
designated personnel, after reasonable inquiry The designated personnel for the Parent Parties are set forth on Schedule
A-1
hereto. The designated personnel for the SXCP Parties are set forth on Schedule
A-2
hereto.
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 Entity,
statutory body or self-regulatory authority (including the NYSE).
A-3