6.5 Conduct During Dispute Resolution Process. The Parties shall, and shall cause the respective members of their Groups to, continue to honor all commitments under the Transaction Documents to the extent required by such agreements during the course of dispute resolution pursuant to the provisions of this Article VI, unless such commitments are the specific subject of the Dispute at issue.
ARTICLE VII
MISCELLANEOUS
7.1 Definitions.
(a) For purposes of this Agreement, the following terms have the corresponding meanings:
“Action” means any demand, action, claim, suit, countersuit, litigation, arbitration, prosecution, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation whether or not commenced, brought, conducted or heard by or before, or otherwise involving, any court, grand jury or other Governmental Authority or any arbitrator or arbitration panel.
“Affiliate” means, in relation to any Person, any direct or indirect Subsidiary or Holding Company or Subsidiary of a Holding Company of such Person; provided that, in the case of LG, Affiliate shall also include any LG Co-Controlled Company.
“Assets” means assets, properties, interests and rights (including goodwill), wherever located, whether real, personal or mixed, tangible or intangible, movable or immovable, in each case whether or not required by GAAP to be carried or reflected in financial statements or disclosed in the notes thereto.
“Benefit Plan” means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Service Provider, or to any family member, dependent, or beneficiary of any Service Provider, including cash or deferred arrangement plans, profit-sharing plans, equity, phantom equity, stock option, stock appreciation right, restricted stock, post-employment programs, pension plans, supplemental pension plans, welfare plans, stock purchase, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change-in-control protections or benefits, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, adoption assistance, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays. No Benefit Plan can be both an LG Benefit Plan and a Sunrise Benefit Plan, and to the extent that a Benefit Plan could reasonably fall within the definition of an LG Benefit Plan or Sunrise Benefit Plan, the Group sponsoring the Benefit Plan shall control, and if both Groups could be considered sponsors, the context shall determine the applicable classification.
“Contract” means any legally binding agreement, contract, obligation, indenture, instrument, lease, arrangement, commitment or undertaking (whether written or oral and whether express or implied).
“Control” means, with respect to any Person, ownership of more than 50% of the economic and/or voting share capital or equivalent right of ownership or voting powers of such Person, and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.
“Depositary” means JPMorgan Chase Bank, N.A.
“Effective Time” means the time at which the Issuance occurs.
“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.
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