"Third Party Claim" - any claim against any Indemnitee by a Third Party that
could give rise to a right of indemnification under this Agreement.
"Transaction Agreements" - as defined in Section 11.12(a).
"Transaction Bonuses" - as defined in the last sentence of the definition of
Seller Benefit Plans.
"Transferred Employee" - as defined in Section 10.1(a).
"Transition Services Agreement" - as defined in Section 2.9(a)(vii).
[***]
1.2
USAGE
(A)
INTERPRETATION. IN THIS AGREEMENT, UNLESS A CLEAR CONTRARY
INTENTION APPEARS:
(I)
THE SINGULAR NUMBER INCLUDES THE
PLURAL NUMBER AND VICE VERSA;
(II)
REFERENCE TO ANY PERSON INCLUDES
SUCH PERSON'S SUCCESSORS AND ASSIGNS BUT, IF APPLICABLE, ONLY IF SUCH SUCCESSORS
AND ASSIGNS ARE NOT PROHIBITED BY THIS AGREEMENT, AND REFERENCE TO A PERSON IN A
PARTICULAR CAPACITY EXCLUDES SUCH PERSON IN ANY OTHER CAPACITY OR INDIVIDUALLY;
11
(III)
REFERENCE TO ANY GENDER INCLUDES EACH
OTHER GENDER;
(IV)
REFERENCE TO ANY AGREEMENT, DOCUMENT OR
INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR INSTRUMENT AS AMENDED OR MODIFIED
AND IN EFFECT FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF;
(V)
REFERENCE TO ANY LEGAL REQUIREMENT
MEANS, UNLESS EXPRESSLY INDICATED OTHERWISE, SUCH LEGAL REQUIREMENT AS AMENDED,
MODIFIED, CODIFIED, REPLACED OR REENACTED, IN WHOLE OR IN PART, AND IN EFFECT
FROM TIME TO TIME, INCLUDING RULES AND REGULATIONS PROMULGATED THEREUNDER, AND
REFERENCE TO ANY SECTION OR OTHER PROVISION OF ANY LEGAL REQUIREMENT MEANS,
UNLESS EXPRESSLY INDICATED OTHERWISE, THAT PROVISION OF SUCH LEGAL REQUIREMENT
FROM TIME TO TIME IN EFFECT AND CONSTITUTING THE SUBSTANTIVE AMENDMENT,
MODIFICATION, CODIFICATION, REPLACEMENT OR REENACTMENT OF SUCH SECTION OR OTHER
PROVISION;
(VI)
"HEREUNDER," "HEREOF," "HERETO,"
AND
WORDS OF SIMILAR IMPORT SHALL BE DEEMED REFERENCES TO THIS AGREEMENT AS A WHOLE
AND NOT TO ANY PARTICULAR ARTICLE, SECTION OR OTHER PROVISION HEREOF;
(VII)
"INCLUDING" (AND WITH CORRELATIVE MEANING
"INCLUDE") MEANS INCLUDING WITHOUT LIMITING THE GENERALITY OF ANY DESCRIPTION
PRECEDING SUCH TERM;
(VIII)
"OR" IS USED IN THE INCLUSIVE SENSE OF
"AND/OR";
(IX)
WITH RESPECT TO THE DETERMINATION OF
ANY PERIOD OF TIME, "FROM" MEANS "FROM AND INCLUDING" AND "TO" MEANS "TO BUT
EXCLUDING"; AND
(X)
REFERENCES TO DOCUMENTS, INSTRUMENTS
OR AGREEMENTS SHALL BE DEEMED TO REFER AS WELL TO ALL ADDENDA, EXHIBITS,
SCHEDULES OR AMENDMENTS THERETO.
(B)
ACCOUNTING TERMS AND DETERMINATIONS. UNLESS OTHERWISE SPECIFIED
HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE INTERPRETED AND ALL ACCOUNTING
DETERMINATIONS HEREUNDER SHALL BE MADE IN ACCORDANCE WITH GAAP.
(C)
LEGAL REPRESENTATION OF THE PARTIES. THIS AGREEMENT WAS NEGOTIATED
BY THE PARTIES WITH THE BENEFIT OF LEGAL REPRESENTATION, AND ANY RULE OF
CONSTRUCTION OR INTERPRETATION OTHERWISE REQUIRING THIS AGREEMENT TO BE
CONSTRUED OR INTERPRETED AGAINST ANY PARTY SHALL NOT APPLY TO ANY CONSTRUCTION
OR INTERPRETATION HEREOF.
2.
SALE AND TRANSFER OF ASSETS; CLOSING
2.1
ASSETS TO BE SOLD
Upon the terms and subject to the conditions set forth in this Agreement, at the
Closing and effective as of the Effective Time, each Seller shall sell, convey,
assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire
from such Seller, free and clear of