“SEC” means the United States Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the SEC promulgated thereunder.
“Sponsor Material Adverse Effect” means any change, circumstance, effect or condition that prevents or materially impedes the Sponsor Parties from consummating the transactions contemplated hereby.
“Sponsor Parties” has the meaning set forth in the Preamble.
“Stockholders Agreement” means the Stockholders Agreement in substantially the form attached hereto as Exhibit F.
“Subsidiaries” has the meaning set forth in the CLMT Partnership Agreement; provided, however, that, except where otherwise expressly provided, for the purposes of this Agreement, none of the CLMT Entities shall be considered a Subsidiary of the Sponsor Parties.
“Surviving CLMT” has the meaning set forth in Section 2.1(a).
“Surviving Entities” has the meaning set forth in Section 2.1(b).
“Surviving GP” has the meaning set forth in Section 2.1(b).
“Tax” or “Taxes” means all taxes, assessments, fees, and other charges imposed by a Governmental Authority, including all income, franchise, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, windfall profit, premium, stamp, license, payroll, employment, social security, retirement, workers compensation, unemployment, disability, environmental, alternative minimum, add-on, recording, value-added, withholding (including backup withholding) and other taxes, assessments, duties, levies, imposts, unclaimed property, escheat obligations, customs, estimated or other similar charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and all estimated taxes, deficiency assessments, additions to tax, penalties, interests and additional amounts imposed by any Governmental Authority.
“Tax Return” means any report, return, election, document, claim for refund, statement, information return, estimated Tax filing, declaration or other filing provided to or required to be provided to any Governmental Authority with respect to Taxes, including any attachments or amendments thereto.
“Warrant Agreement” means the Warrant Agreement in substantially the form attached hereto Exhibit G.
Section 1.2 Interpretation. Unless expressly provided for elsewhere in this Agreement, this Agreement will be interpreted in accordance with the following provisions:
(a) the words “this Agreement,” “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words refer to this Agreement as an entirety and not solely to the particular portion, article, section, subsection or other subdivision of this Agreement in which any such word is used;
(b) examples are not to be construed to limit, expressly or by implication, the matter they illustrate;
(c) the word “including” and its derivatives means “including without limitation” and is a term of illustration and not of limitation;
(d) all definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or in the plural and correlative forms of defined terms have corresponding meanings;
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