partnership or other similar ownership interests thereof.
"Tax Returns" shall mean all returns, reports, forms, declarations, statements,
claims for refund, information returns or other documents, including any
attachment thereto or supplement or amendment thereof, furnished or required to
be furnished to a Governmental Entity relating to Taxes.
"Taxes" shall mean all United States or non-United States taxes or similar
charges of any kind whatsoever, including but not limited to income, corporate
income, gross receipts, windfall profits, value added, severance, property,
production, sales, use, license, franchise, employment, withholding, excise,
transfer (including real property transfer or gains), stamp, customs, duties,
documentary, filing and recordation taxes or similar taxes, together with any
interest, additions or penalties with respect thereto and any interest in
respect of such additions or penalties.
"Transition Services Agreement" shall mean an agreement for the provision of
transition services in substantially the form set forth on Exhibit C.
SECTION 1.2.
Other Terms.
In addition to the terms
defined in Section 1.1, below is a list of terms defined elsewhere in this
Agreement.
Term
Section
"Action"
Section 5.1(a)
"Affiliate
Contracts"
Section 3.19
"Agreed
Principles"
Section 2.5
"Agreement"
Preamble
"Applicable Employee Benefits
Law"
Section 3.16(a)
"Assumption
Period"
Section 6.4(b)
"Benefit
Plan"
Section 3.16(a)
"Business"
Recitals
"Closing"
Section 2.3
"Closing
Date"
Section 2.3
"Closing Date Balance
Sheet"
Section 2.6(a)(i)
"Company"
Recitals
"Company
Interests"
Recitals
"Conclusive Closing Date Balance
Sheet"
Section 2.6(c)
"Conclusive
Statement
Section 2.6(c)
"Continuing Confidentiality
Agreement
Section 2.4(a)(vii)
"Consents and
Approvals"
Section 4.7
"De Minimis Claim
Amount"
Section 6.5(b)
"Dispute
Notice"
Section 2.6(b)
"Estimated Purchase
Price"
Section 2.2
"Estimated
Statement"
Section 2.5
"Financial
Statements"
Section 3.6(a)
"Fundamental
Representations"
Section 6.1(a)
"Group
Employees"
Section 3.16(a)
8
"Group
Entity"
Recitals
"Group
Policies"
Section 3.18
"Indemnified
Employee"
Section 5.1(a)
"Indemnified
Party"
Section 6.3(a)
"Indemnifying
Party"
Section 6.3(a)
"Indemnity
Cap"
Section 6.5(c)
"Initial
Statement"
Section 2.6(a)(ii)
"Intellectual
Property"
Section 3.14
"Interests"
Recitals
"Leased Real
Property"
Section 3.8(a)
"Material
Contracts"
Section 3.11(a)
"Neutral
Auditor"
Section 2.6(c)
"Notice of
Claim"
Section 6.4(a)
"Notice of Direct
Claim"
Section 6.3(a)
"Notice of Third Party
Claim"
Section 6.4(a)
"Order"
Section 3.3
"Other
Claim"
Section 6.4(b)
"Parent"
Preamble
"Parent Consents and
Approvals"
Section 3.12
"Parent Fundamental
Representations"
Section 6.1(a)
"Parent
Indemnitee"
Section 6.2(b)
"Parties"
Preamble
"Pension
Plans"
Section 3.16(b)
"Purchase
Price"
Section 2.2
"Purchase Price
Allocation"
Section 2.8
"Purchaser Price
Apportionment"
Section 2.8
"Purchaser"
Preamble
"Purchaser Consents and
Approvals"
Section 4.7
"Purchaser Fundamental
Representations"
Section 6.1(a)
"Purchaser
Indemnitee"
Section 6.2(a)
"Representation
Letter"
Section 5.12
"Resolution
Period"
Section 2.6(b)
"Retained
Remedy"
Section 6.9
"Securities
Act"
Section 4.5
"Tax Benefit
Amount"
Section 6.7(c)
"Tinet"
Section 3.6
"Tinet Assignment and Assumption
Agreement
Section 2.4(a)(viii)
"Third Party
Claim"
Section 6.4(b)
"Threshold"
Section 6.5(a)
"Transfer
Taxes"
Section 5.10
"Transferred Parent
Employees"
Section 5.13
"US
Entity"
Recitals
"US Entity
Interests"
Recitals
"Violation"
Section 3.3
SECTION 1.3.
Other Provisions.
The following
provisions shall be applied wherever appropriate herein: (a) "herein," "hereby,"
"hereunder," "hereof" and other equivalent words
9
shall refer to this Agreement as an entirety and not solely to the particular
portion of this Agreement