Losses means, with respect to any matter, all losses, claims, damages,
liabilities, deficiencies, costs, expenses (including all costs of investigation, legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) or diminution of value, whether or not involving a claim from
a third party, however specifically excluding consequential, special and indirect losses, loss of profit and loss of opportunity, in each case except to the extent reasonably foreseeable;
Notice means any notice, citation, directive, order, claim, litigation, investigation, proceeding, judgment, letter or
other communication, written or oral, actual or threatened, from any Person;
Organizational Documents has the meaning
given to it in Section 5.03;
Parties means all parties to this Agreement and Party means any
one of them;
Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Buyer
dated February 22, 2010, as amended from time to time.
Person means an individual, entity or association,
including any legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, unincorporated organization or Governmental Authority;
Permits has the meaning given to it in Section 5.13;
Purchase Price has the meaning given to it in Section 2.04;
Securities Act means the U.S. Securities Act of 1933, as amended from time to time;
Seller has the meaning given to it in the preamble;
Seller Entities means the Seller and its affiliates other than the Buyer Entities;
Seller Indemnities has the meaning given to it in Section 9.02;
Shares has the meaning given to it in the recitals;
Shipbuilding Contract has the meaning given to it in the recitals;
Taxes means all income, franchise, business, property, sales, use, goods and services or value added, withholding, excise,
alternate minimum capital, transfer, excise, customs, anti-dumping, stumpage, countervail, net worth, stamp, registration, franchise, payroll, employment, health, education, business, school, property, local improvement, development, education
development and occupation taxes, surtaxes, duties, levies, imposts, rates, fees, assessments, dues and charges and other taxes required to be reported upon or paid to any domestic or foreign jurisdiction and all interest and penalties thereon;
Umbrella Agreement has the meaning given to it in the recitals;
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