2.01(b)
"Excluded Indebtedness"
2.02(b)(v)
"Excluded Intellectual Property"
2.01(b)(ix)
"Excluded Liabilities"
2.02(b)
"Final Closing Date Working Capital"
2.07(e)(ii)
"Final Term"
5.22(a)
"Guarantees"
5.04(f)
"Independent Accounting Firm"
2.07(e)(ii)
"Initial Term"
5.22(a)
"Initial Transfer Amount"
6.04(e)
"Initial Transfer Date"
6.04(e)
"Interest Rate"
2.07(d)(iii)
"lease"
3.12(a)
"Letter of Credit"
5.22(a)
"Licenses and Permits"
2.01(a)(xiii)
"LIFO"
3.07
"Loss"
8.02
"Lowest-Cost Commercially Reasonable Manner"
8.07(e)
"Market Risk Period"
6.04(g)
"Material Contracts"
3.12(a)
"Money Market Vehicle"
6.04(g)
"Multiemployer Plan"
3.19(b)
"Multiple Employer Plan"
3.19(b)
"Non-Carbonless Paper Business"
Recitals
"Non-Controlling Party"
8.08(c)
"NPDES"
7.02(j)
"OHEPA"
7.02(j)
"Parent"
Preamble
"Permitted Exceptions"
5.20(b)(ix)
"Plans"
3.19(a)
"Purchase Price"
2.03(a)
"Purchased Assets"
2.01(a)
"Purchaser"
Preamble
"Purchaser Indemnified Party"
8.02
14
Definition
Location
"Purchaser's Actuary"
6.04(d)
"Purchaser's Hourly Pension Plan"
6.04(a)
"Purchaser's Title Policies"
5.20(a)
"Qualification Document"
6.04(a)
"Restricted Period"
5.06(a)
"Retained Names and Marks"
5.17(a)
"Section 414(l) Amount"
6.04(d)
"Seller"
Preamble
"Seller Indemnified Party"
8.03
"Seller's Actuary"
6.04(d)
"Seller's Hourly Pension Plan"
6.04(a)
"Seller's Title Policies"
5.20(a)
"Stand-Alone Financial Statements"
5.19
"Straddle Environmental Liability Reserves"
8.02(i)
"Technology License Agreement"
5.17(b)
"Technology License-Back Agreement"
5.17(c)
"Technology Sub-License Agreement"
5.17(d)
"Temporary Trademark License Agreement"
5.17(a)
"Third Party Claim"
8.05(b)
"Title Companies"
5.20(a)
"Title Defect"
5.20(d)
"Title Endorsements"
5.20(a)
"Transfer Amount"
6.04(d)
"Transferred Benefit Liabilities"
6.04(b)
"Transferred Employee"
6.01
"True-Up Amount"
6.04(e)
"True-Up Date"
6.04(e)
"Voluntary Seller Encumbrances"
5.20(d)
SECTION 1.03.
Interpretation and Rules of Construction.
In this Agreement,
except to the extent otherwise provided or that the context otherwise requires:
(A)
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO AN ARTICLE, SECTION
OR EXHIBIT, SUCH REFERENCE IS TO AN ARTICLE OR SECTION OF, OR EXHIBIT TO, THIS
AGREEMENT UNLESS OTHERWISE INDICATED;
(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";
15
(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 Purchased Assets.
(a)
Upon the terms and
subject to the conditions of this Agreement,