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“ Concerted Action ” means any labor dispute, walkout, lockout, strike, slowdown, hand billing, picketing work stoppage (sympathetic or otherwise), work interruption or other “concerted action”.

“ Confidentiality Agreement ” has the meaning ascribed thereto in Section 5.2.

“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee personal representative or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ Covered Employee ” means anyone who is an employee of Company or any Company Subsidiary immediately prior to the Closing, including those on vacation, leave of absence or disability.

“ Determination Date ” means the trading day that occurs five (5) trading days prior to the closing date established pursuant to Section 2.3.

“ Disclosure Schedules ” means the disclosure schedules attached hereto and made part hereof. “ Dispute Notice ” shall have the meaning ascribed thereto in Section 2.4(b). “ DOJ ” means the United States Department of Justice.

“ Easements ” means all easements, rights of way, licenses or other agreements for guy wires and/or anchors or providing access to any of the Sites.

“ Environmental Laws ” means any applicable and binding Laws (including statutes and common law) of the United States, any State or any political subdivision thereof, or any other nation or political subdivision thereof, relating to pollution, management of Hazardous Materials, protection of natural resources, protection of the environment or protection of human health and safety from Hazardous Materials, including judgments, awards, decrees, regulations, rules, standards, requirements, orders and permits issued by any court, administrative agency or commission or other Governmental Entity under such Laws, and shall include without limitation CERCLA, the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.) (to the extent it regulates Hazardous Materials), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), Emergency Planning and Community Right To Know Act (42 U.S.C. §§11001 et seq.), the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.) and the National Environmental Policy Act of 1969 (42 U.S.C. §§ 4321 et seq.), as well as any and all regulations, rules, standards, requirements, orders and permits issued thereunder.


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