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(v) easements, rights-of-way, restrictions and other similar encumbrances
incurred as required in the conduct of its Business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the
entity on whose property the Lien is imposed; or
(vi) Equipment Leases entered into in the ordinary course of the Business,
consistent with past practice (all of which are listed in the
Disclosure Schedule in accordance with Section 2.11).
(gg) "Proceeding" shall have the meaning specified in Section 2.10.
(hh) "Purchasers" shall have the meaning specified in the Preamble and shall
include permitted successors and assigns of Purchasers.
(ii) "Purchasers' Calculation of Net Asset Value" shall have the meaning set
forth in Section 4.5.
(jj) "Purchasers' Indemnified Persons" shall have the meaning set forth in
Section 10.1.
(kk) "Real Property Leases" means all leases covering real property used or held
for use in the Business.
(ll) "Seller" shall have the meaning set forth in the Preamble and shall include
permitted successors and assigns of any Seller.
(mm) "Seller's Indemnified Persons" shall have the meaning set forth in Section
10.2.
(nn) "Subsidiary" means, when used with reference to a particular person any
corporation, a majority of the outstanding voting securities of which is
owned or controlled directly or indirectly by such person, or if less than
a majority of such voting securities are so owned or controlled, any
corporation in regard to which such person possesses, directly or
indirectly, the power to direct or cause the direction of management and
policies of such corporation. Any partnership, joint venture or other
enterprise shall be a Subsidiary of a particular person, if that person
has, directly or indirectly, a 50% or greater equity interest or in regard
to which such person possesses, directly or indirectly, the power to direct
or cause the direction of management and policies of such entity.
(oo) "Tax Code" means the Internal Revenue Code of 1986, as amended.
(pp) "Taxes" means any federal, state, local or foreign taxes, assessments,
duties, levies, fees or other governmental charge or impositions.
(qq) "WARN" means the federal Workers Adjustment, Retraining and Notification
Act, as amended.
(rr) "Zapata Employees" shall have the meaning set forth in Section 11.1(a).
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