following terms have the meanings set forth in
the Sections set forth below:
Definition
Location
"Agreement"
Preamble
"Americare"
Recitals
"Americare Business"
Recitals
"Americare Institution"
Recitals
"Ancillary Lease Documents"
3.15(d)
"Audited Financial Statements"
3.06(a)
"Baran"
Preamble
"Basket"
7.04(a)
"BIT"
Recitals
"BIT Business"
Recitals
"BIT Common Stock"
Recitals
"BIT Institution"
Recitals
"BIT Shares"
Recitals
"Cap"
7.04(a)
"CCI"
Recitals
"CCI Business"
Recitals
"CCI Institution"
Recitals
"Clemens"
Recitals
12
Definition
Location
"Clemens Agreement"
Recitals
"Engine City"
Recitals
"Engine City Business"
Recitals
"Engine City Institution"
Recitals
"ERISA"
3.17(a)
"Financial Statements"
3.06(a)
"HUV"
Recitals
"HUV Business"
Recitals
"HUV Interests"
Recitals
"Independent Accounting Firm"
2.05(c)(ii)
"Interim Financial Statements"
3.06(a)
"Internal Controls"
3.06(d)
"lease"
3.13(a)(xxiii)
"Loss"
7.02(a)
"Material Contracts"
3.13(a)
"Merion"
Preamble
"Multiemployer Plan"
3.17(b)
"Multiple Employer Plan"
3.17(b)
"Non-Disclosure Agreement"
5.01(a)
"Options"
3.15(d)
"Parent"
Preamble
"Plans"
3.17(a)(ii)
"Policy Guidelines"
3.26(e)
"Purchase Price"
2.02
"Purchaser"
Preamble
"Purchaser Indemnified Party"
7.02(a)
"Required Consents"
3.05
"Restricted Business"
5.06(a)
"Restricted Period"
5.06(a)
"Seller"
Preamble
"Seller Indemnified Party"
7.03(a)
"Sellers"
Preamble
"Sellers' Representative"
7.08(a)
"Tangible Personal Property"
3.16(a)
"Third Party Claim"
7.05(b)
"Transferred Employee"
5.05(b)
"UGP"
Preamble
"UGPE"
Preamble
"WARN Act"
3.17(g)
Section 1.03
Interpretation and Rules of Construction.
In this Agreement,
except to the extent otherwise provided or indicated, or that the context
otherwise requires:
13
(a)
when a reference is made in this Agreement to an Article, Section,
Exhibit or Schedule, such reference is to an Article or Section of, or a
Schedule or Exhibit to, this Agreement;
(b)
the table of contents and headings for this Agreement are for
reference purposes only and do not affect in any way the meaning or
interpretation of this Agreement;
(c)
whenever the words "include," "includes" or "including" are used
in this Agreement, they are deemed to be followed by the words "without
limitation";
(d)
the words "hereof," "herein" and "hereunder" and words of similar
import, when used in this Agreement, refer to this Agreement as a whole and not
to any particular provision of this Agreement;
(e)
all terms defined in this Agreement have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto,
unless otherwise defined therein;
(f)
the definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms;
(g)
any Law defined or referred to herein or in any agreement or
instrument that is referred to herein means such Law or statute as from time to
time amended, modified or supplemented, including by succession of comparable
successor Laws;
(h)
references to a Person are also to its successors and permitted
assigns; and
(i)
the use of "or" is not intended to be exclusive unless expressly
indicated otherwise.
ARTICLE II
PURCHASE AND SALE
Section 2.01
Purchase and Sale of the BIT Shares and the HUV Interests.
Upon
the terms and subject to the conditions of this Agreement, on the date hereof,
the Sellers shall sell, assign, transfer, convey and deliver, or cause to be
sold, assigned, transferred, conveyed and delivered, to the Purchaser, the