"Eligible Accounts Receivable" has the meaning set forth at Section
"Employee Benefit Plan" means any pension, retirement, profit- sharing,
deferred compensation, vacation, severance, bonus, incentive, medical, vision,
dental, disability, life insurance or any other material employee benefit plan
as defined in Section 3(3) of ERISA or any other employee plan or program for
the benefit of any employees of the Systems.
"Encumbrances" shall mean any pledge, claim, mortgage, lien, charge,
encumbrance or security interest of any kind or nature whatsoever.
"Entity Sellers" means the FCILP Sellers, Cooney (in its capacity as
the owner of the Tioga Stock) and FKGP.
"Environmental Law" means any Legal Requirement pertaining to land use,
air, soil, surface water, groundwater (including the protection, cleanup,
removal, remediation or damage thereof), the handling, storage, treatment or
disposal of waste, including hazardous waste, and the handling, storage,
manufacture, treatment or transportation of hazardous materials, or to the
protection of public health and safety, occupational health and safety or worker
health and safety or any other environmental matter, including the following
laws as amended and as in effect at the relevant time (including, but not
limited to, the following statutes, any regulations promulgated pursuant to any
of them, any permits, licenses or authorizations issued thereunder, any state or
regional analogues thereto and any permits or regulations issued thereunder):
(A) Clean Air Act (42 U.S.C. Section 7401, et seq.); (B) Clean Water Act (33
U.S.C. Section 1251, et seq.); (C) Resource Conservation and Recovery Act (42
U.S.C. Section 6901, et seq.); (D) Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. Section 9601, et seq.); (E) Safe
Drinking Water Act (42 U.S.C. 300f, et seq.); (F) the Hazardous Materials
Transportation Act; (G) the Federal Insecticide, Fungicide and Rodenticide Act
and (H) Toxic Substances Control Act (15 U.S.C. Section 2601, et seq.).
"Equipment" means the Asset Sellers Equipment and the Controlled Entity
"ERISA" means the Employee Retirement Income Security Act of 1974, as
"Escrow Agent" shall mean Bank of Montreal or such other party as Buyer
and Sellers shall agree.