ServiceMagic 2012 Annual Report Download - page 271

“ EMU Legislation ”
means the legislative measures of the European Council for the introduction of, changeover to
or operation of a single or unified European currency.
“ Environmental Law ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments,
injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any
Hazardous Material.
“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs
of environmental remediation, fines, penalties or indemnities), of the Borrower or any Restricted Subsidiary directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.
“ Equity Interests ” means, of any Person, (1) any and all shares or other equity interests (including common stock,
preferred stock, limited liability company interests and partnership interests) in such Person and (2) all rights to purchase, warrants
or options (whether or not currently exercisable), participations or other equivalents of or interests in (however designated) such
shares or other interests in such Person, but excluding any debt securities convertible into such shares or other interests.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section
412 of the Code, is treated as a single employer under Section 414 of the Code.
“ ERISA Event ” means (a) any “reportable event” (as defined in Section 4043(c) of ERISA or the regulations
issued thereunder) with respect to a Plan other than an event for which the 30-day notice period is waived; (b) any failure by any
Plan to satisfy the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA)
applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of
an application for a waiver of the minimum funding standard with respect to any Plan; (d) the failure to make by its due date a
required installment under Section 430(j) of the Code with respect to any Plan or the failure by the Borrower or any of its ERISA
Affiliates to make any required contribution to a Multiemployer Plan; (e) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, including but not limited to the
imposition of any Lien in favor of the PBGC or any Plan; (f) a determination that any Plan is, or is expected to be, in “at risk”
status
(within the meaning of Section 430 of the Code or Title IV of ERISA); (g) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer
any Plan; (h) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan (or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA) or
Multiemployer Plan; or (i) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination
that a
-14-