works by more than fifty (50) miles, which relocation materially increases holders commuting distance. For the holder to receive the benefits under a Constructive Termination as a
result of a voluntary resignation, all of the following requirements must be satisfied: (1) the holder must provide notice to his or her employer of his or her intent to assert a Constructive Termination resignation within sixty (60) days
of the initial existence of one or more of the conditions; (2) the Company will have thirty (30) days (the
Company Cure Period
) from the date of such notice to remedy the condition and, if it does so, the holder
may withdraw his or her resignation or may resign with no benefits and (3) any termination of employment under this provision must occur within ten (10) days of the earlier of expiration of the Company Cure Period or written notice from
the employer that it will not undertake to cure the condition. Should the employer remedy the condition as set forth above, after which cure one or more of the conditions arises, then the holder may assert a Constructive Termination again, subject
to all of the conditions set forth herein.
Contract
means any legally binding agreement, contract, subcontract,
lease, understanding, arrangement, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy or commitment or undertaking of any nature that is currently effective (in each case, whether written or oral).
Credit Facility
means the Credit Agreement, dated as of August 17, 2017, among the Company, as borrower, the
lender parties thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
Debt Financing Sources Related Party
means the Debt Financing Sources, together with their respective Affiliates,
and the respective future, current and former directors, officers, employees, partners, members, managers, agents, advisors, attorneys, controlling persons, and the other representatives, successors and assigns of each of the foregoing.
DGCL
means the Delaware General Corporation Law.
Effect
means any change, event, development, occurrence, state of facts, circumstance or effect.
Enforceability Exceptions
any applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar Laws relating to or affecting creditors rights generally, and general equitable principles
Entity
means any corporation (including any
non-profit
corporation), general
partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association,
organization or entity.
Environmental Claim
means any written claim, Proceeding, complaint, or notice of
violation alleging violation of, or Liability under, any Environmental Laws.
Environmental Laws
means any
applicable foreign, federal, state or local Laws, statutes, regulations, codes, ordinances, permits, decrees, orders or common Law relating to, or imposing standards regarding the protection or cleanup of the environment, any Hazardous Materials
Activity, the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, or the exposure of any individual to Hazardous Materials, including protection of health and safety of employees.
Environmental Laws shall include, without limitation, the following U.S. statutes: the Federal Insecticide, Fungicide Rodenticide Act, Resource Conservation & Recovery Act, Clean Water Act, Safe Drinking Water Act, Atomic Energy Act,
Occupational Safety and Health Act, Toxic Substance Control Act, Clean Air Act, Comprehensive Environmental Response, Compensation and Liability Act, Emergency Planning and Community Right to Know Act, Hazardous Materials Transportation Act and all
analogous or related foreign, federal state or local Law, each as amended.
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