ANNEX A
<br /> DEFINED TERMS
<br /> As used in the Agreement,the following terms have the respective meanings set forth below:
<br /> "Consent"means all consents, approvals, notices, waivers or other actions required in connection
<br /> with the execution, delivery and performance of this Agreement.
<br /> "Contract" means any agreement, understanding, contract, purchase order, obligation, promise,
<br /> arrangement, commitment or undertaking (whether written or oral and whether express or
<br /> implied) including, in each case, all amendments, modifications and supplements thereto.
<br /> "Governmental Entity" means any federal, state or local governmental authority, any court,
<br /> administrative or regulatory agency or commission or other governmental authority or agency,
<br /> domestic or foreign.
<br /> "Indebtedness" means, as of any particular time, the unpaid principal amount of and accrued
<br /> interest on all indebtedness for borrowed money including all outstanding amounts under (i)
<br /> notes, bonds, debentures, and similar instruments; (ii) obligations under conditional sale or other
<br /> title retention agreements; (iii) deferred purchase price for property or services; (iv) guarantees
<br /> of indebtedness of any other Person; (v) repayment of any of the foregoing.
<br /> "Law" means any law, rule, regulations, judgment, injunction, order, decree or other restriction
<br /> of any court or Governmental Entity.
<br /> "Lien" means any lien, security interest, mortgage, deed of trust, pledge, hypothecation, claim,
<br /> charge or encumbrance of any kind.
<br /> "Losses" means any and all losses, liabilities, damages, obligations, costs, payments,
<br /> deficiencies, fines, penalties, assessments, expenses (including expenses incurred in
<br /> investigating, defending and asserting claims and reasonable attorneys' fees), judgments,
<br /> settlements and other charges or claims.
<br /> "Person" means an individual, a partnership, a corporation, a limited liability company, an
<br /> association, a joint stock company, a trust, a joint venture, an unincorporated organization or
<br /> other entity, or a Governmental Entity or any department, agency or political subdivision thereof.
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