CONTINGENT, FIXED OR
OTHERWISE AND WHEREVER SITUATED), INCLUDING THE GOODWILL RELATED THERETO,
OPERATED, OWNED OR LEASED BY SUCH PERSON, INCLUDING WITHOUT LIMITATION, ACCOUNTS
AND NOTES RECEIVABLE, CHATTEL PAPER, DOCUMENTS, INSTRUMENTS, GENERAL
INTANGIBLES, REAL ESTATE, EQUIPMENT, INVENTORY AND GOODS.
(D)
"ASSUMED LIABILITIES" HAS THE MEANING SET FORTH IN SECTION 2.2(B).
(E)
"BOOKS AND RECORDS" OF ANY PERSON MEANS ALL FILES, DOCUMENTS,
INSTRUMENTS, PAPERS, BOOKS AND RECORDS RELATING TO THE BUSINESS, OPERATIONS,
CONDITION OF (FINANCIAL OR OTHER), RESULTS OF OPERATIONS AND ASSETS OF SUCH
PERSON, INCLUDING WITHOUT LIMITATION FINANCIAL STATEMENTS, TAX RETURNS, BUDGETS,
RELIABILITY AND COST DATA, PRICING GUIDELINES, LEDGERS, JOURNALS, DEEDS, TITLE
POLICIES, MINUTE BOOKS, STOCK CERTIFICATES AND BOOKS, STOCK TRANSFER LEDGERS,
CONTRACTS, PERMITS, CUSTOMER LISTS, COMPUTER FILES AND PROGRAMS, RETRIEVAL
PROGRAMS, OPERATING DATA AND PLANS AND ENVIRONMENTAL STUDIES AND PLANS.
(F)
"BUSINESS DAY" SHALL MEAN A DAY OTHER THAN SATURDAY AND SUNDAY OR
ANY DAY ON WHICH BANKS LOCATED IN THE REPUBLIC OF SINGAPORE OR THE STATE OF
CALIFORNIA ARE AUTHORIZED OR OBLIGATED TO CLOSE.
(G)
"CLOSING FIXED ASSET AND INVENTORIES STATEMENT" MEANS THE
STATEMENT OF CLOSING NET ASSET VALUE OF FIXED ASSETS AND INVENTORIES BASED ON
THE UNAUDITED PRO FORMA BALANCE SHEET IN RESPECT OF THE BUSINESS AS OF THE
CLOSING DATE, PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AS CONSISTENTLY APPLIED BY SELLER IN SELLER'S PREPARATION OF ITS
PERIODIC FINANCIAL STATEMENTS IN EACH OF THE THREE QUARTERS WHICH PRECEDE THE
CLOSING DATE (OTHER THAN THE OMISSION OF NOTES AND NORMAL REOCCURRING
ADJUSTMENTS).
(H)
"CLOSING DATE" MEANS THE DATE WHICH IS TWO (2) BUSINESS DAYS
FOLLOWING THE SATISFACTION OR, IF PERMITTED PURSUANT TO THE TERMS OF ARTICLE VII
HEREOF, WAIVER OF THE CONDITIONS TO CLOSING SET FORTH IN ARTICLE VII HEREOF, OR
AT SUCH OTHER PLACE AND SUCH OTHER TIME OR DATE AS THE PARTIES HERETO SHALL
MUTUALLY AGREE.
(I)
"CLOSING DOCUMENTS" MEANS ALL THOSE DOCUMENTS, DEEDS AND OTHER
INSTRUMENTS WHICH ARE REQUIRED BY THE DEFINITIVE AGREEMENTS OR BY OPERATION OF
LAW FOR THE CONSUMMATION OF THE PURCHASE AND SALE OF THE PURCHASED ASSETS
PURSUANT TO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS AND THE OTHER
TRANSACTIONS CONTEMPLATED THEREBY (THE "TRANSACTION").
2
(J)
"CLOSING NET ASSET VALUE" SHALL MEAN THE FOLLOWING:
(I)
AN AMOUNT EQUIVALENT TO THE STANDARD COST OF INVENTORIES AS OF
NOVEMBER 4, 2005 ON THE BOOKS OF SELLER ON THE CLOSING DATE AND, TO THE EXTENT
INVENTORIES DID NOT HAVE STANDARD COST ON THE BOOKS OF SELLER AS OF NOVEMBER 4,
2005, STANDARD COST AS OF THE CLOSING DATE; PLUS
(II)
AN AMOUNT EQUIVALENT TO THE NET BOOK VALUE OF FIXED ASSETS ON THE
BOOKS OF SELLER AS OF THE CLOSING DATE.
(K)
"CRITICAL EMPLOYEES" SHALL MEAN THE MEAN THE EMPLOYEES IDENTIFIED
ON SCHEDULE 5.7 HERETO.
(L)
"DEFINITIVE AGREEMENTS" MEANS THIS AGREEMENT, THE ANCILLARY
AGREEMENTS AND THE OTHER THE BINDING, DETAILED AND DEFINITIVE AGREEMENTS TO BE
EXECUTED BETWEEN THE PARTIES IN RESPECT OF THE TRANSACTION.
(M)
"EMPLOYEE" MEANS EACH EMPLOYEE OR CONSULTANT OF SELLER, INCLUDING
WITHOUT LIMITATION TRANSFERRED EMPLOYEES, WHO IS EMPLOYED IN CONNECTION WITH