In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:
Section 1.1 Defined Terms. For purposes of this Agreement:
Action means any action, complaint, claim, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, or appellate proceeding), hearing, inquiry, investigation or audit commenced, brought, conducted or heard by or before any Governmental Authority.
Additional Deposit Funds has the meaning set forth in Section 2.6(a).
Advisors means, with respect to any Person, the accountants, attorneys, consultants, advisors, investment bankers, or other Representatives of such Person.
Affiliate means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person, where control, controlled by and under common control with, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by contract or otherwise.
AFI Credit Agreement shall mean that certain Credit Agreement, dated as of December 31, 2018, as amended, restated, amended and restated, supplemented or otherwise modified, by and among Parent, as borrower, the guarantors named therein, the lenders party thereto and Bank of America, N.A., as administrative agent for the lenders.
AFI Entities has the meaning set forth in the Preamble.
AFI Term Loan Agreement shall mean that certain Term Loan Agreement, dated as of June 23, 2020, as amended, restated, amended and restated, supplemented or otherwise modified, by and among Parent, as borrower, Seller, as Australian borrower, the guarantors named therein, the lenders party thereto and Pathlight Capital LP, as administrative agent and collateral agent.
Agreement has the meaning set forth in the Preamble.
Alternative Transaction means the sale, transfer or other disposition, directly or indirectly, including through an asset sale, share sale, merger, amalgamation, or other similar transaction, including a plan of reorganization approved by the Bankruptcy Court, of a material portion of the Transferred Assets and the Owned Real Property or the issued and outstanding shares of capital stock and other equity interests of Seller in a transaction or series of transactions with one or more Persons other than Buyers.
Ancillary Agreements means, collectively, the agreements to be executed in connection with the transactions contemplated by this Agreement, including the Australia ASA, the Land Sale Contract, the IP Assignment Agreement, the Transition Services Agreement and the Assignment and Assumption Agreement and Trademark License Consent.