"Disclosure Schedule"
Article II
"DOJ"
5.04(b)
"Environmental Laws"
3.14(b)
"Exchange Act"
2.03
"Financing"
4.06
"FTC"
5.04(b)
55
"GAAP"
1.04(d)
"Governmental Entity"
2.03
"Hazardous Materials"
3.14(b)
"HSR Act"
2.03
"Income Tax"
3.10(a)
"Indemnified Party"
9.03(a)
"Indemnifying Party"
9.03(a)
"Indemnity Claim"
9.05
"Intellectual Property"
3.07(g)
"Judgment"
2.03
"July A/R Amount"
1.04(a)
"Lease"
3.06
"Leased Property"
3.06
"Liens"
3.05(a)
"Limited Indemnity Provisions"
9.04(a)
"Losses"
9.02(a)
"Non-Controlling Party"
9.03(c)
"Notice of Disagreement"
1.04(b)
"Plan"
3.12(a)
"Pension Plan"
3.12(a)
"Permits"
3.14(a)
"Permitted Business"
5.13(b)
"Permitted Liens"
3.05(a)
"Post-Closing Tax Period"
3.10(a)
"Pre-Closing Health Care Claims"
7.05(f)
"Pre-Closing Service"
7.03
"Pre-Closing Tax Period"
3.10(a)
"Proceeding"
3.11
"Property Taxes"
9.01(d)
"Purchase Price"
1.01
"Purchaser"
Preamble
"Purchaser Indemnitees"
9.02(a)
"Purchaser Material Adverse Effect"
4.01
"Purchaser Statement"
1.04(a)
"Purchaser's Reimbursement Plans"
7.06(b)
"Purchaser's Severance Policies"
7.07
"Purchaser's Welfare Plans"
7.06(a)
"Purchaser's 401(k) Plan"
7.05(a)
"Records"
5.11
"Restricted Business"
5.13(b)
"Restricted Tests"
5.13(b)
"Restricted Texts"
5.13(b)
"Retention Program"
7.11
"Seller"
Preamble
"Seller Benefit Plan"
3.12(a)
"Seller Indemnitees"
9.02(b)
56
"Seller Material Adverse Effect"
2.01
"Seller Parent"
3.04(d)
"Seller Plan Liabilities"
7.02
"Seller Statement"
1.04(a)
"Seller's Incentive Plans"
7.08
"Seller's Reimbursement Plan"
7.06(b)
"Seller's 401(k) Plan"
3.12(b)
"Seller's Welfare Plans"
7.06(a)
"Shares"
Recitals
"Software"
3.07(g)
"Statement"
1.04(a)
"Straddle Period"
5.07(b)
"Subsidiary"
3.01(a)
"Tax"
3.10(a)
"Tax Benefit"
9.05
"Tax Claim"
9.03(c)
"Tax Indemnified Party"
9.03(c)
"Tax Indemnifying Party"
9.03(c)
"Tax Return"
3.10(a)
"Taxing Authority"
3.10(a)
"Tangible Net Worth"
1.04(d)
"Third Party Claim"
9.03(a)
"TNW Amount"
1.04(c)
"Total Liabilities"
1.04(d)
"Total Tangible Assets"
1.04(d)
"Transferred Employee"
7.01
"Transitional Services Agreement"
5.12
"Trigger Date"
1.04(b)
"Unaudited Balance Sheet"
3.04(b)
"Unaudited Financial Statements"
3.04(b)
"Voting Company Debt"
3.02(a)
"Welfare Plan"
3.12(a)
SECTION 10.06.
Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.
SECTION 10.07.
Entire Agreement. This Agreement, the Ancillary Agreements and
the Confidentiality Agreement, along with the Schedules and Exhibits thereto,
contain the entire agreement and understanding among the parties hereto with
respect to the subject matter hereof and supersede all prior agreements and
understandings relating to such subject matter. None of the parties shall be
liable or bound to any other party in any manner by any representations,
warranties or covenants relating to such subject matter except as specifically
set forth herein or in the Ancillary Agreements or the Confidentiality
Agreement.
57
SECTION 10.08.
Severability. If any provision of this Agreement (or any
portion thereof) or the application of any such provision (or any portion
thereof) to any person or circumstance shall be held invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
hereof (or the remaining portion thereof) or the application of such provision
to any other persons or circumstances.
SECTION 10.09.
Consent to Jurisdiction. Each party irrevocably submits to the
exclusive jurisdiction of (a) the Supreme