Securities Laws means the securities Laws of each of the provinces and territories of Canada, the policies and regulations of any stock exchange on which the applicable Partys securities are listed and posted for trading, and all other applicable securities laws, rules, regulations, instruments and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time.
SHAG Termination Agreement has the meaning specified in Section 5.8(b).
Shareholders Agreement has the meaning specified in the Recitals.
Subsidiary means, with respect to any Person, any other Person that is Controlled, directly or indirectly, through one or more intermediaries, by such person or, where such Person is a limited partnership, by the general partner of such Person.
Tax Authority means any local, municipal, governmental, state, provincial, territorial, federal or other fiscal, customs or excise authority, body or officials anywhere in the world with responsibility for, and competent to impose, collect or administer, any form of Tax.
Taxes means: (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employer health, payroll, workers compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; and (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (a) or this clause (b).
Termination Fee has the meaning specified in Section 9.3(b)(i).
Termination Fee Event has the meaning specified in Section 9.3(b)(ii).
Third Party Claim has the meaning specified in Section 10.5(a).
Transaction means has the meaning specified in the Recitals.
Village Farms has the meaning specified in the preamble to this Agreement.
Village Farms Credit Facilities means collectively, (i) the term facility among Village Farms and certain Affiliates, as guarantors, and Farm Credit Canada entered into on March 28, 2013, as amended from time to time, (ii) the operating credit facility among Village Farms and a Canadian chartered bank dated August 29, 2013, as amended from time to time, and (iii) the loan agreement between VF Clean Energy, Inc. and a Canadian chartered bank dated July 31, 2014, as amended from time to time.
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