BCA Approval Order means an order, in form and substance reasonably satisfactory to the Requisite Backstop Parties and consistent with the Restructuring Support Agreement, entered by the Bankruptcy Court approving the BCA Approval Motion and the Companys entry into this Agreement, including approval of all fees, premiums and holdback allocations embodied therein and reimbursement of the reasonable and documented out-of-pocket fees and expenses of Kramer Levin, Akin Gump, Foley Lardner, Ducera, Milbank and Houlihan.
Board means the board of directors of the Company.
Business Day means any day, other than a Saturday, Sunday or legal holiday, as defined in Bankruptcy Rule 9006(a).
Causes of Action means any action, claim, cause of action, controversy, demand, right, action, lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, license, and franchise of any kind or character whatsoever, whether known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether arising before, on, or after July 31, 2020, in contract or in tort, in law or in equity, or pursuant to any other theory of law. For the avoidance of doubt, Causes of Action includes: (a) any right of setoff, counterclaim, or recoupment and any claim for breach of contract or for breach of duties imposed by law or in equity; (b) the right to object to claims or interests; (c) any claim pursuant to Section 362 or chapter 5 of the Bankruptcy Code; (d) any claim or defense including fraud, mistake, duress, and usury, and any other defenses set forth in Bankruptcy Code Section 558; and (e) any state or foreign law fraudulent transfer or similar claim.
CFIUS means the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity.
Code means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and the rulings issued thereunder.
Collective Bargaining Agreements means any and all written agreements, memoranda of understanding, contracts, letters, side letters and contractual obligations of any kind, nature and description, that have been entered into between any of the Debtors and any Employee Representative or that any of the Debtors are bound by.
Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Backstop Parties on the date of this Agreement.
Company Intellectual Property means all Intellectual Property owned or purported to be owned by the Debtors.
Company Plans means each employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, and all other compensation and benefits plans, policies, programs, contracts, arrangements or payroll practices, and each other stock purchase, stock option, restricted stock, other stock or stock-based, severance, retention, employment, consulting, transaction, change-of-control, collective bargaining, bonus, incentive, deferred compensation, employee loan, retirement, fringe benefit and other benefit plan,