definiens: means any written or oral notice, claims, demand, action, suit, complaint, proceeding or other communication by any Person alleging liability or potentialliability ( including without limitation liability or potential liability for investigatory costs, cleanupcosts, governmental response costs, natural resource damages, property damage, personalinjury, fines or penalties ) arising out of, relating to, based on or resulting from ( A ) the presence, discharge, emission, release or threatened release of any Hazardous Materials at any location, whether or not owned, leased or operated by the Company or any of its Subsidiaries or ( B)circumstances forming the basis of any violation or alleged violation of any Environmental Law orEnvironmental Permit or ( C ) otherwise relating to obligations or liabilities under anyEnvironmental Laws ; - 32 -(g ) means all permits, licenses, registrations and othergovernmental authorizations required under Environmental Laws for the Company and itsSubsidiaries to conduct their operations and businesses on the date hereof and consistent withpast practices ; ( h ) means all applicable federal, state and local statutes, rules, regulations, ordinances, orders, decrees and common law relating in any manner tocontamination, pollution or protection of the environment, including, without limitation, theComprehensive Environmental Response, Compensation and Liability Act, the Solid WasteDisposal Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, theOccupational Safety and Health Act, the Emergency Planning and Community - Right - to - KnowAct, the Safe Drinking Water Act, all as amended, and similar state laws ; ( i ) means all hazardous or toxic substances, wastes, materials orchemicals, petroleum ( including crude oil or any fraction thereof ) and petroleum products, friableasbestos and asbestos - containing materials, pollutants, contaminants and all other materials, and substances regulated pursuant to, or that could reasonably be expected to provide the basisof liability under, any Environmental Law ; ( j ) means, with respect to any Person, without duplication, ( A ) allobligations of such Person for borrowed money, ( B ) all obligations of such Person evidenced bybonds, debentures, notes or similar instruments, ( C ) all obligations of such Person underconditional sale or other title retention agreements relating to property purchased by suchPerson, ( D ) all obligations of such Person issued or assumed as the deferred purchase price ofproperty or services ( excluding obligations of such Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such Person 's business ), ( E)all capitalized lease obligations of such Person, ( F ) all obligations of others secured by any Lienon property or assets owned or acquired by such Person, whether or not the obligations securedthereby have been assumed, ( G ) all obligations of such Person under interest rate or currencyhedging transactions ( valued at the termination value thereof ), ( H ) all letters of credit issued forthe account of such Person and ( I ) all guarantees and arrangements having the economic effectof a guarantee of such Person of any Indebtedness of any other Person ; ( k ) means all rights, privileges and priorities provided under federal, state, foreign and multinational law relating to intellectual property, including, without limitation, all ( i)(a ) inventions, discoveries, processes, formulae, designs, methods, techniques, procedures, concepts, developments, technology, new and useful improvements thereof and know - howrelating thereto, whether or not patented or eligible for patent protection ; ( b ) copyrights andcopyrightable works, including computer applications, programs, software, databases and relateditems ( except for off - the - shelf commercial software ) ; ( c ) trademarks, service marks, trade names, brand names, corporate names, logos and trade dress, the goodwill of any business symbolizedthereby, and all common - law rights relating thereto ; and ( d ) trade secrets and other confidentialinformation ; and ( ii ) all registrations, applications, recordings, and licenses or other similaragreements related to the foregoing ; ( l ) means the actual knowledge of any officer of theCompany or any Subsidiary of the Company