Fraud shall mean common law fraud to the extent such fraud cannot be waived as a matter of Delaware public policy with respect to contracts as contemplated by Abry Partners V, L.P. v. F&W Acquisition LLC, 891 A.2d 1032 (Del. Ch. 2006).
GAAP means United States generally accepted accounting principles, consistently applied.
Governmental Authority means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal or arbitral body.
Governmental Order means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.
Group Companies means, after giving effect to the Pre-Closing Business Transfers, all of the entities identified on Exhibit B.
Group Company Guarantees means all guarantees, letters of credit, bonds, sureties and other credit support or assurances provided by any Retained Company in support of any obligation of the Business, including those obligations listed in Schedule 1.01(d).
Group Company Interests means, with respect to each Group Company, any shares of capital stock of, or other equity interests in, such Group Company.
Group Company Plan means any employee benefit plan, as defined in Section 3(3) of ERISA, and any Contract, plan, practice, arrangement or policy providing for severance, equity compensation, profit-sharing, incentive or deferred compensation, vacation or other paid-time-off, health or welfare benefits, sick pay, pension or retirement benefits, consulting fees, retention, sale bonus, change in control, fringe benefit, or other compensation or employee benefits, in each case, (i) that is sponsored, maintained or contributed to or obligated to be contributed to by any Group Company, or (ii) under which any Group Company has or may reasonably be expected to have any Liability (contingent or otherwise), in each case of clauses (i) and (ii) after giving effect to the Pre-Closing Business Transfers.
Hazardous Substances means any pollutant, contaminant, chemical, waste and any other toxic, infectious, carcinogenic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substances or materials (whether solids, liquids or gases), and any other substance or material subject to regulation, control or remediation, or that would result in Liability, under any Environmental Law based upon its toxic, hazardous or deleterious nature or characteristics, including petroleum, its derivatives, by-products and other hydrocarbons, urea formaldehyde, lead-based paint, PCBs, 1,4-dioxane, perfluoroalkyl and polyfluoroalkyl substances, silica and asbestos.
Healthcare Business means, collectively, (i) the environmental solutions business that provides comprehensive hazardous waste management services, including reporting, collection, transportation, disposal, recycling, remediation, lab packing, training and emergency response in the United States to healthcare businesses and (ii) the pharmaceutical consumer takeback business, which includes medication collection drop-boxes and mail-in envelopes for safe disposal of unused