KKR Forbearance
means that certain forbearance agreement, dated as of the
date hereof, among Willbros Group, Inc., the other Loan Parties (solely for this purpose, as defined therein) signatory thereto and the lenders party thereto.
Knowledge
means the actual knowledge, after reasonable inquiry, of the following officers and employees of the Company:
Michael J. Fournier, Jeff B. Kappel, Linnie A. Freeman, Jeremy Kinch, Johnny M. Priest, Steve Breitigam, Brett Luz and Brandon Webster.
Law
means any law, statute, constitution, principle of common law, code, edict, ordinance, rule, regulation, determination.
judgment, order, injunction, decree, award, rulings or requirement, agency requirement, license or permit issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.
Legal Proceeding
means any action, suit, litigation, arbitration, proceeding (including any civil, criminal,
administrative, investigative or appellate proceeding), hearing, claim, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Entity or any
arbitrator or arbitration panel.
Letter of Transmittal
has the meaning set forth in
Section
5.3(c)(i)
.
Liability
means any debt, obligation, duty or liability of any nature
(including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be
required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such debt, obligation, duty or liability is immediately due and payable.
Lien
means any lien (statutory or other), pledge or other deposit arrangement, assessment, levy, assignment, deed of trust,
security interest, charge, mortgage, option, right of first refusal, preemptive right, community property interest or other encumbrance, easement or restriction of any kind (including any restriction on the voting of any security, the transfer of
any security or other asset, the receipt of any income derived from any asset, the use of any asset and the possession, exercise or transfer of any other attribute of ownership of any asset).
Material Contracts
has the meaning set forth in
Section
6.1(u)(ii)(S)
.
Measurement Date
has the meaning set forth in
Section
6.1(b)
.
Merger
has the meaning set forth in the Recitals.
Merger Consideration
has the meaning set forth in
Section
5.1(a)
.
Merger Sub
has the meaning set forth in the preamble.
Multiemployer Plan
has the meaning set forth in
Section
6.1(i)(iii)
.
NYSE
has the meaning set forth in
Section
6.1(d)(i)
.
Oncor Alliance Agreement
means the Master Services Agreement, dated June 12, 2008, by and between Oncor Electric
Delivery Company LLC, a Delaware limited liability company, and Willbros Utility T&D Holdings, LLC, d/b/a Willbros Utility T&D, LLC, as successor to InfrastruX Group, Inc, as amended.
Order
has the meaning set forth in
Section
8.1(c)
.
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