Governmental Authorization shall mean any: (a) permit, license,
certificate, franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or
(b) right under any Contract with any Governmental Body.
Governmental Body shall mean any: (a) nation,
state, commonwealth, province, territory, county, political subdivision, municipality, district, judiciary, executive branch, legislature or other jurisdiction of any nature; (b) federal, state, local, municipal, domestic, foreign,
multinational, supranational or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation,
center, organization, unit, body or Entity and any court or other tribunal); or (d) self-regulatory organization (including the New York Stock Exchange).
Hazardous Materials shall mean (a) any substances defined, listed, classified or regulated as hazardous
substances, hazardous wastes, hazardous materials, extremely hazardous wastes, restricted hazardous wastes, toxic substances, toxic pollutants, contaminants,
pollutants, wastes, radioactive materials, petroleum, oils or designations of similar import under any Environmental Law, or (b) any other chemical, material or substance that is
regulated or for which liability can be imposed under any Environmental Law.
HSR Act shall mean the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
Indebtedness shall mean, with respect to any Person: (i) any
indebtedness for borrowed money, including any such obligations evidenced by bonds, debentures, notes, letters of credit, bankers acceptances or similar obligations; (ii) all obligations under any interest rate cap, swap, collar or
similar transactions or currency hedging transactions; (iii) all obligations of such Person under a lease agreement that would be treated as finance leases under to GAAP; (iv) all related accrued and unpaid interest, premiums,
penalties, charges, fees, expenses and other amounts due in connection with the payment and satisfaction in full of the obligations described in the foregoing clauses (i) through (iii) of this definition; and (v) all guarantee obligations
of such Person in respect of obligations of the kind referred to in clauses (i) through (iv) above.
Intellectual Property
Matters Agreement shall mean the Intellectual Property Matters Agreement between Everest and Newco in the form attached to the Distribution Agreement as Exhibit C.
Intellectual Property Rights shall mean and include all rights, titles and interests in or relating to intellectual
property, whether protected, created or arising under the laws of the United States or any other jurisdiction in the world, including: (a) rights associated with works of authorship or other copyrightable work (whether or not registered or
published), including exploitation rights, copyrights, moral rights, and mask works; (b) trademark and trade name rights and similar rights, including all trademarks, service marks, logos, trade names, brand names, corporate names, internet
domain names, trade dress, trade styles, and other identifiers indicating the business or source of goods or services, and other indicia of commercial source or origin (whether registered, arising under common law or statutory law, or otherwise) and
general intangibles of a like nature, and all registrations and applications to register, and renewals of, and all goodwill associated with, any of the foregoing; (c) trade secret rights and corresponding rights in non-public or proprietary information, including non-public or proprietary ideas, formulas, compositions, discoveries and improvements,
know-how, manufacturing and production processes and techniques, testing information, research and development information, inventions, invention disclosures, inventors notes, specifications, designs,
plans, proposals and technical data, business and marketing plans, market know-how and customer lists and information; (d) patents and industrial property rights; (e) other similar proprietary
rights; and (f) all registrations, renewals, revisions, extensions, continuations, continuations-in-part, divisions, or reissues of, and applications for issuance
or registration of, any of the rights referred to in clauses (a) through (e) above.
Internal Restructuring shall have
the meaning set forth in the Distribution Agreement.
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