Governmental Authority shall mean (i) any government, (ii) any governmental or regulatory entity, body, department, commission, subdivision, board, administrative agency or instrumentality, (iii) any court, tribunal, judicial body, or an arbitrator or arbitration panel, or (iv) any non-governmental self-regulatory agency, securities exchange, commission or authority, in each of (i) through (iv) whether supranational, national, federal, state, county, municipal, or provincial, and whether local or foreign.
Hazardous Substance shall mean any material, substance or waste, whether solid, liquid or gas, that is defined, classified, or otherwise characterized under or pursuant to any Environmental Law as hazardous, toxic, infectious, a pollutant, a contaminant, radioactive, carcinogenic, reactive, corrosive, ignitable, flammable, or words of similar meaning or effect that is subject to regulation, control or remediation under any Environmental Laws, including, but not limited to, any quantity of petroleum and its by-products, asbestos, polychlorinated biphenyls (or PCBs), dioxins, dibenzofurans, heavy metals, radon, mold, mold spores, mycotoxins, urea formaldehyde insulation, silica, chlorofluorocarbons, and all other ozone-depleting substances and/or any other substance whose presence could be detrimental or a nuisance to property, human health or the environment.
Holders Representative shall mean such Person as may be designated as the Holders Representative (as such term is defined in the CVR Agreement) in writing to Parent by the Company, in its sole reasonable discretion, prior to the Effective Time.
HSR Act shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, or any successor statute, rules and regulations thereto.
Indebtedness shall mean (i) any indebtedness or other obligation for borrowed money (including the aggregate principal amount thereof, the aggregate amount of any accrued but unpaid interest thereon and premiums, penalties, fees and expenses), whether current, short term or long term and whether secured or unsecured, (ii) any indebtedness evidenced by a note, bond, debenture or other security or similar instrument, (iii) any liabilities or obligations with respect to interest rate swaps, collars, caps and similar hedging obligations, (iv) any capitalized lease obligations, (v) any direct or contingent obligations under letters of credit, bankers acceptances, bank guarantees, surety bonds and similar instruments, each to the extent drawn upon, (vi) any obligation to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), and (vii) guarantees in respect of clauses (i) through (vi), including guarantees of another Persons Indebtedness or any obligation of another Person which is secured by assets of the Company or any of its Subsidiaries.
Intellectual Property shall mean all intellectual property or other similar proprietary rights in any jurisdiction worldwide, regardless of form, including: (i) published and unpublished works of authorship, including audiovisual works, collective works, computer programs, compilations, databases, derivative works, literary works, mask works, software, sound recordings, musical works, dramatic works, pantomimes and choreographic works, pictorial, graphic and structural works, and architectural works (Works of Authorship); (ii) inventions and discoveries, including articles of manufacture, business methods, compositions of matter, improvements, machines, methods, and processes and new uses for any