Ancillary Agreements shall mean all of the written agreements, instruments, understandings, assignments or other arrangements (other than this Agreement) entered into by the Parties or any other member of their respective Groups in connection with the transactions contemplated hereby, including the agreements set forth on Schedule D.
Applicable Rate shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, National Association, as its prime lending rate.
Arena Indebtedness shall have the meaning set forth in the NBA Debt Policies.
Business Day shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions located in The City of New York are authorized or obligated by law or executive order to close.
Commission shall mean the Securities and Exchange Commission.
Contribution Agreement shall mean the Contribution Agreement among MSG, MSG Sports & Entertainment, LLC (to be renamed MSG Entertainment Group, LLC) and Spinco, which has been or shall be entered into prior to the Distribution Date.
Corporate Business Purposes shall have the meaning set forth in the Tax Disaffiliation Agreement.
Distribution shall have the meaning set forth in the recitals to this Agreement.
Distribution Date shall mean such date as may be determined by the Board of Directors of MSG, or a committee of such Board of Directors, as the date as of which the Distribution shall be effected.
Distribution Record Date shall mean such date as may be determined by the Board of Directors of MSG, or a committee of such Board of Directors, as the record date for the Distribution.
Effective Time shall mean 11:59 p.m., New York City time, on the Distribution Date.
Enterprise Indebtedness shall have the meaning set forth in the NBA Debt Policies.
Environmental Laws shall mean any and all federal, state, local and foreign statutes, laws, regulations, ordinances, rules, principles of common law, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions or requirements (including without limitation the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq.), whether now or hereafter in existence, relating to the environment, natural resources, human health or safety, endangered or threatened species of fish, wildlife and plants, or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment (including without limitation indoor or outdoor air, surface water, groundwater and surface or subsurface soils), or otherwise relating to the manufacture, processing, distribution, use, presence, treatment, storage, disposal, transport or handling of, or exposure to, pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes or the investigation, cleanup or other remediation thereof.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Governmental Authority shall mean any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official, NYSE or other regulatory, administrative or governmental authority.
Group shall mean the MSG Group or the Spinco Group.
Indemnifiable Losses shall mean any and all Liabilities, costs or expenses (including reasonable out-of-pocket attorneys fees and any and all out-of-pocket expenses) reasonably incurred in investigating, preparing for or defending against any Actions or potential Actions or in settling any Action or potential Action or in satisfying any judgment, fine or penalty rendered in or resulting from any Action.
Indemnifying Party shall have the meaning set forth in Section 3.3(a) of this Agreement.
Indemnitee shall mean a Spinco Indemnitee or a MSG Indemnitee.
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