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FRS Windcat Offshore Logistics GmbH (and its subsidiaries FRS Windcat Offshore Logistics Ltd and FRS Windcat Polska sp. z.o.o); and
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CMB Windcat Hydrocat B.V.
Losses means all claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties and legal and other professional costs and expenses).
Management Accounts means the management accounts of each Group Company for the period from the Accounts Date to the Management Accounts Date.
Management Accounts Date means 30 September 2020.
Material Charter means a Charter in respect of which payments in excess of £500,000 (excluding VAT) in aggregate have been made by the third party charterer to the Group over the 6 month period ending on the Management Accounts Date.
New Employer means Windcat Workboats Limited.
Occupational Leases means the leases, licences and other tenancy agreements to which the Properties are subject (and all documents supplemental thereto, whether expressed to be supplemental thereto or not) and Occupational Lease means any of them.
Pre-Completion Restructuring means the transfer of all of the shares in the share capital of or membership interests in the Pre-Completion Restructuring Companies to such member(s) of the Sellers Group (other than the Group Companies) as was determined by the Seller in its sole discretion prior to the entry by the parties into this Agreement.
Pre-Completion Restructuring Companies means Windlift and Windcat MI.
Properties means the properties described in Schedule 9 (Properties) and Property means any of them.
RCF Agent means Coöperatieve Rabobank U.A.
RCF Agreement means the 25,000,000 revolving credit facility agreement originally dated 24 May 2016 between (among others) the Company and the RCF Agent, as amended and restated by the amendment and restatement agreement between (among others) the Company and the RCF Agent dated 3 March 2020, and includes any interest rate swap agreement or other derivative instruments or hedging arrangement entered into in connection with the foregoing.
RCF Facility means the facility granted under the RCF Agreement.
RCF Indebtedness means the aggregate amount required to repay all amounts (including, without limitation, principal, interest, break fees, management fees and any other monies, fees, expenses, amounts or liabilities whatsoever (whether as principal or surety)) owed by the Group Companies at Completion under or in relation to the RCF Agreement and/or in order to release the RCF Security.
RCF Lenders means the RCF Agent, NIBC Bank N.V. and any other lenders under the RCF Agreement.