personally identifiable information and (b) any reasonable measures, changes in business operations or other practices, affirmative or negative, adopted in good faith by the Company and its
Subsidiaries that are substantially consistent with the actions taken by other businesses who have been affected by cybercrime, cyberterrorism, ransomware or malware attacks in response to a cybersecurity attack, breach or incident, for the
protection of its information technology or any stored personally identifiable information.
Debt Financing Entities
shall mean the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing, or provide, loans for Parent in lieu of the Debt Financing under the Debt Commitment Letter, in connection with the
Merger, including the parties to the Debt Commitment Letter and any joinder agreements or credit agreements relating thereto.
Debt Financing Parties shall mean the Debt Financing Entities and their respective Affiliates and their and their
respective Affiliates officers, directors, employees, agents and representatives and their respective successors and assigns; provided, that neither Parent nor any Affiliate of Parent shall be a Debt Financing Party.
Environmental Law means any Law relating to (i) the protection, preservation or restoration of the environment
(including air, water vapor, surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource) or (ii) the exposure to, or the use, storage, recycling, treatment, generation,
transportation, processing, handling, labeling, production, release or disposal of Hazardous Substances, in each case as in effect at the date hereof.
Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
Fraud means, with respect to a party, an actual and intentional fraud with respect to a representation or warranty in
this Agreement that involves a knowing and intentional misrepresentation or omission.
GAAP means United States
generally accepted accounting principles.
Good Reason means, for any individual with an employment agreement with the
Company, Good Reason as defined in such agreement and, for any other individual, Good Reason as defined in the Sanderson Farms, Inc. Severance Plan.
Hazardous Substance means any substance presently listed, defined, designated or classified as hazardous, toxic,
radioactive or dangerous under any Environmental Law, including any substance to which exposure is regulated by any Governmental Entity or any Environmental Law, including any toxic waste, pollutant, contaminant, hazardous substance, toxic
substance, hazardous waste, special waste, industrial substance or petroleum or any derivative or byproduct thereof, radon, radioactive material, asbestos or asbestos-containing material, urea formaldehyde, foam insulation or polychlorinated
biphenyls.
Import and Export Laws means (a) all Sanctions, export and
re-export Laws of the United States, including the U.S. International Traffic in Arms Regulation and the Export Administration Regulations, and (b) all other applicable import and export control Laws in
any countries in which the Company and its Subsidiaries conduct business.
Knowledge means (a) with respect to
Parent, the actual knowledge of the individuals listed on Section 8.19(a) of the Parent Disclosure Letter and (b) with respect to the Company, the actual knowledge of the individuals listed on Section 8.19(a) of the Company Disclosure
Letter.
Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order,
injunction or decree of any Governmental Entity.
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