such voting interests, fifty percent
(50%) or more of the equity interests of which) is owned directly or indirectly
by such first person or by another subsidiary of such person.
"Technology License Agreement" means the Technology License Agreement between
Seller and Purchaser in substantially the form of Exhibit D.
"Transaction Documents" means (a) this Agreement, (b) the Transitional Services
Agreement, (c) the Technology License Agreement, (d) the Transfer Documents,
(e) the Plastibase License Agreement, (f) the Plastibase Supply Agreement,
(g) the Plastibase Trademark License Agreement and (h) the ITO Services
Agreement.
"Transfer Documents" means the documents that are executed and delivered
pursuant to Sections 2.01(b)(i), 2.01(b)(ii), 2.01(b)(iii), 2.01(c)(ii),
2.01(c)(iii) and 2.01(c)(iv).
"Transitional Services Agreement" means the transitional services agreement
between Seller and Purchaser in substantially the form of Exhibit C.
"Unaudited 2007 EBITDA" means $333,300,000.
"U.S. GAAP" means generally accepted accounting principles in the United States,
as in effect as of the date hereof.
(c) The following terms have the meanings given such terms in the Sections set
forth below:
Term
Section
2007 Balance Sheet Working Capital
2.02(c)
Accounting Firm
2.02(b)
91
Term
Section
Accounts Payable
12.07(b)
Accounts Receivable
12.07(b)
Acquired Assets
1.02(a)
Acquired Liabilities
12.07(b)
Acquired Rights Directive
9.01(f)
Acquisition
Preamble
Act
12.07(b)
Affiliate
12.07(b)
Agreement
Preamble
Asset Transfer
9.06(b)
Assumed Accounts Payable
1.03(a)(iv)
Assumed Liabilities
1.03(a)
Audited 2004-2006 Financial Statements
4.06(a)
Audited 2007 EBITDA
12.07(b)
Audited 2007 EBITDA Reduction Amount
12.07(b)
Audited 2007 Financial Statements
5.08
Balance Sheet
12.07(b)
Benefit Plan
4.14(a)
Benefits Services
8.09(c)
BMS Names
7.03(a)
Brands
12.07(b)
Business
Preamble
business day
12.07(b)
Business Employee
12.07(b)
Cash
12.07(b)
CERCLA
4.17
Closing
2.01(a)
Closing Date
2.01(a)
Closing Date Amount
2.01(c)(i)
Closing Indebtedness
2.02(a)
Closing Working Capital
2.02(a)
CMS
7.04(b)
COBRA
9.05(b)
Code
4.07(a)
Commencement Date
9.01(b)
Competing Business
5.06(a)
Competing Product
5.06(a)
Confidential Employee Benefit Letter
9.01(c)
Confidential Information
5.05
Confidentiality Agreement
7.01
Contracts
1.02(a)(vii)
control
12.07(b)
Continuation Period
9.05(a)
92
Term
Section
Copyrights
4.10(e)(iii)
Current Assets
2.02(d)
Current Liabilities
2.02(d)
Debt Commitment Letter
6.05
Debt Financing
6.05
DOJ
8.04(a)
dollars
12.07(b)
EBITDA
12.07(b)
Environmental Law
12.07(b)
Environmental Liability
12.07(b)
Environmental Permit
12.07(b)
Environmental Reports
4.17
Equity Commitment Letters
6.05
Equity Financing
6.05
Equity Fund
6.05
ERISA
4.14(a)
ERISA Affiliate
12.07(b)
Excluded Assets
1.02(b)
Excluded Liability
1.03(b)
Excluded Personal Property
1.02(b)(ix)
Excluded Tax Item
4.06(a)
Extended Termination Date
11.01(e)
Extension Election
11.01(e)
FDA
7.04(a)
Final Purchase Price
2.02(c)
Financial Statements
12.07(b)
Financing
6.05
Financing Letters
6.05
Foreign Benefit Plans
4.14(i)
Foreign Transferred Employees
9.01(d)
Former Business Employee
12.07(b)
FSA Participant
9.07(c)
FSA Participation Period
9.07(c)
FTC
8.05(a)
Fundamental Representations
12.07(b)
Fundamental Transferred Entities
12.07(b)
Governmental Entity
3.01(b)
Hazardous Material
12.07(b)
HSR Act
3.01(c)
Inactive Business Employee
9.01(b)
including
12.07(a)
Indebtedness
12.07(b)
indemnified party
10.07(a)
93
Term
Section
Initial Purchase Price Allocation
8.07(a)
Injunction
3.01(b)
Intellectual Property
4.10(e)
Interim Facility Letter
6.05
International Acquired Assets
12.07(b)
International Asset Purchase Agreement
1.01(b)
International Assumed Liabilities
12.07(b)
International Purchased Company
12.07(b)
International Selling Affiliate
12.07(b)
International Stock Purchase Agreement
1.01(c)
International Transferred Shares
12.07(b)
Inventory
12.07(b)
IP