Section 12.03.
"Agreement Disputes" has the meaning set forth in Section 10.01.
"Allocation" has the meaning set forth in Section 5.01(m).
"Ancillary Agreements" means the Merger Agreement, the Tax Matters Agreement,
the Transition Services Agreement, the Intercompany Agreements, the License
Agreements and the Implementation Agreements.
"Annual Financial Statements" has the meaning set forth in Section 4.01(d).
"Approved Leave of Absence" means an absence from active service (i) due to an
individual's inability to perform his or her regular job duties by reason of
illness or injury and resulting in eligibility to receive benefits pursuant to
the terms of the Viacom Short-Term Disability Plan or the Viacom Long-Term
Disability Plan or (ii) pursuant to an approved leave policy with a guaranteed
right of reinstatement.
"ASO Contract" has the meaning set forth in Section 6.04(i)(i).
"Assets" means the assets, properties and rights (including, without limitation,
goodwill), wherever located, whether tangible or intangible, real, personal or
mixed, in each case whether or not recorded or reflected or required to be
recorded or reflected on the books and records or financial statements of the
owner or licensee of such Assets, including, without limitation, the following:
(A)
ALL ACCOUNTING AND OTHER BOOKS, RECORDS AND FILES, WHETHER IN
PAPER, MICROFILM, MICROFICHE, COMPUTER TAPE OR DISK, MAGNETIC TAPE OR ANY OTHER
FORM;
(B)
ALL APPARATUS, COMPUTERS AND OTHER ELECTRONIC DATA PROCESSING
EQUIPMENT, FIXTURES, MACHINERY, EQUIPMENT, FURNITURE, OFFICE EQUIPMENT,
AUTOMOBILES, TRUCKS, MOTOR VEHICLES AND OTHER TRANSPORTATION EQUIPMENT, SPECIAL
AND GENERAL TOOLS, TEST DEVICES, PROTOTYPES AND MODELS AND OTHER TANGIBLE
PERSONAL PROPERTY;
(C)
ALL INVENTORIES OF MATERIALS, PARTS, SUPPLIES, WORK-IN-PROCESS AND
FINISHED GOODS AND PRODUCTS;
(D)
ALL INTERESTS IN REAL PROPERTY OF WHATEVER NATURE, INCLUDING,
WITHOUT LIMITATION, EASEMENTS, WHETHER AS OWNER, MORTGAGEE OR HOLDER OF AN
ENCUMBRANCE IN REAL PROPERTY, LESSOR, SUBLESSOR, LESSEE, SUBLESSEE, LICENSOR,
LICENSEE, SUBLICENSOR, SUBLICENSEE OR OTHERWISE;
(E)
ALL INTERESTS IN ANY CAPITAL STOCK OR OTHER EQUITY INTERESTS OF
ANY SUBSIDIARY OR ANY OTHER PERSON, ALL BONDS, NOTES, DEBENTURES OR OTHER
SECURITIES ISSUED BY ANY SUBSIDIARY OR ANY OTHER PERSON, ALL LOANS, ADVANCES OR
OTHER EXTENSIONS OF CREDIT OR CAPITAL
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CONTRIBUTIONS TO ANY SUBSIDIARY OR ANY OTHER PERSON AND ALL OTHER INVESTMENTS IN
SECURITIES OF ANY PERSON;
(F)
ALL LEASES OF PERSONAL PROPERTY, OPEN PURCHASE ORDERS FOR RAW
MATERIALS, SUPPLIES, PARTS OR SERVICES, UNFILLED ORDERS FOR THE MANUFACTURE AND
SALE OF PRODUCTS AND OTHER CONTRACTS, AGREEMENTS OR COMMITMENTS;
(G)
ALL DEPOSITS, LETTERS OF CREDIT AND PERFORMANCE AND SURETY BONDS;
(H)
ALL WRITTEN TECHNICAL INFORMATION, DATA, SPECIFICATIONS, RESEARCH
AND DEVELOPMENT INFORMATION, ENGINEERING DRAWINGS, OPERATING AND MAINTENANCE
MANUALS, AND MATERIALS AND ANALYSES PREPARED BY CONSULTANTS AND OTHER THIRD
PARTIES;
(I)
ALL INTELLECTUAL PROPERTY (TOGETHER WITH ALL GOODWILL ASSOCIATED
THEREWITH AND THE RIGHT TO SUE AND RECOVER AT LAW OR IN EQUITY FOR PAST, PRESENT
AND FUTURE INFRINGEMENT, MISAPPROPRIATION, DILUTION, VIOLATION OR OTHER
IMPAIRMENT OF SUCH INTELLECTUAL PROPERTY) AND ALL LICENSE AGREEMENTS (INCLUDING,
WITHOUT LIMITATION, LICENSES FROM OR TO THIRD PARTIES IN RESPECT OF INTELLECTUAL
PROPERTY);
(J)
SOFTWARE;
(K)
ALL COST INFORMATION, SALES AND PRICING DATA, CUSTOMER