definiens: means the Bulk Sales Act ( Ontario ) and legislation of any other jurisdiction having similar import ; means the Vendor 's business in respect of the use, marketing, promotion, distribution and sale of the Products ; means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in the City of Montreal or in the City of Toronto are not open for the transaction of domestic business during normal banking hours ; means any act, omission or state of facts, and any Legal Proceeding, Third Party Claim, Direct Claim, assessment, judgment, settlement or compromise relating thereto ( whether with or by a Party or a third person ), which may give rise to a right to indemnification under Sections 7.1 or 7.2 ; has the meaning ascribed thereto in Section 7.1.4 ; means the completion of the sale to and purchase by the Purchaser of the Purchased Assets and the completion of all other transactions contemplated by this Agreement that are to occur contemporaneously therewith ; means the unaudited Accounts Receivable aging list as of the Closing Date in respect of the Products prepared in accordance with generally accepted accounting principles, consistently applied ; means the date of this Agreement ; has the meaning ascribed thereto in Section 3.3.1 ; means any document or instrument delivered prior to, at or subsequent to the Closing as provided in or pursuant to this Agreement or the Contracts ; means the book value of the Inventories as of 12:01 a.m. on the Closing Date as determined in accordance with Section 3.2 ; means the report of the book value of the Inventories as of 12:01 a.m. on the Closing Date prepared in accordance with generally accepted accounting principles, consistently applied ; means the unaudited profit and loss statement of the Vendor relating to the Business for the period between January 1, 2003 and the Closing Date, prepared in accordance with generally accepted accounting principles, consistently applied ; CH021 22304967.3 4