STATEMENT" MEANS THE STATEMENT SETTING
FORTH THE CLOSING NET ASSET VALUE AS OF THE CLOSING DATE.
(S)
"CLOSING DATE" MEANS THE DATE WHICH IS TWO (2) BUSINESS DAYS
FOLLOWING THE SATISFACTION OR, IF PERMITTED PURSUANT TO THE TERMS OF ARTICLE VII
HEREOF, WAIVER OF THE CONDITIONS TO CLOSING SET FORTH IN ARTICLE VII HEREOF, OR
AT SUCH OTHER PLACE AND SUCH OTHER TIME OR DATE AS THE PARTIES HERETO SHALL
MUTUALLY AGREE.
(T)
"CLOSING NET ASSET VALUE" MEANS:
(I)
AN AMOUNT EQUIVALENT TO THE BOOK VALUE OF INVENTORIES ON THE
BOOKS OF SELLERS AS OF THE CLOSING DATE; PLUS
(II)
AN AMOUNT EQUIVALENT TO THE NET BOOK VALUE OF FIXED ASSETS ON THE
BOOKS OF SELLERS AS OF THE CLOSING DATE; PLUS
(III)
THE EXPENSED CAPITAL ITEMS AMOUNT; PLUS
(IV)
AN AMOUNT EQUIVALENT TO THE BOOK VALUE OF PREPAID EXPENSES ON THE
BOOKS OF SELLERS AS OF THE CLOSING DATE; PLUS
(V)
AN AMOUNT EQUIVALENT TO THE BOOK VALUE OF SECURITY DEPOSITS ON THE
BOOKS OF SELLERS AS OF THE CLOSING DATE; MINUS
(VI)
AN AMOUNT EQUIVALENT TO THE BOOK VALUE OF THE ACCRUED LIABILITIES
ON THE BOOKS OF SELLERS AS OF THE CLOSING DATE.
(U)
"CONSENTS" HAS THE MEANING SET FORTH IN SECTION 3.4.
(V)
"CONSIGNED INVENTORY" MEANS ALL INVENTORY OF RAW MATERIALS AND
WORK IN PROCESS HELD BY SELLERS ON BEHALF OF A CUSTOMER OF THE BUSINESS LISTED
ON SCHEDULE 1.1(V).
(W)
"CONTINGENT CONSIDERATION" HAS THE MEANING SET FORTH IN
SECTION 2.12.
5
(X)
"CUSTOMER PURCHASE ORDER" MEANS ALL PURCHASE ORDERS FROM
CUSTOMERS OF THE BUSINESS TO PURCHASE PRODUCTS MANUFACTURED BY OR SERVICES
PROVIDED BY THE BUSINESS.
(Y)
"DEFINITIVE AGREEMENTS" MEANS THIS AGREEMENT, THE ANCILLARY
AGREEMENTS AND THE OTHER THE BINDING, DETAILED AND DEFINITIVE AGREEMENTS TO BE
EXECUTED BETWEEN THE PARTIES IN RESPECT OF THE TRANSACTION.
(Z)
"EMPLOYEE" MEANS EACH EMPLOYEE OF SELLERS WHO CURRENTLY PROVIDES
SERVICES SOLELY OR PRIMARILY TO THE BUSINESS IN EACH CASE AS SET FORTH ON
SCHEDULE 3.12.
(AA)
"EMPLOYMENT LIABILITIES" SHALL MEAN ANY AND ALL CLAIMS, DEBTS,
LIABILITIES, COMMITMENTS AND OBLIGATIONS, WHETHER FIXED, CONTINGENT OR ABSOLUTE,
MATURED OR UNMATURED, LIQUIDATED OR UNLIQUIDATED, ACCRUED OR UNNACCRUED, KNOWN
OR UNKNOWN, WHENEVER OR HOWEVER ARISING, INCLUDING ALL COSTS AND EXPENSES
RELATING THERETO ARISING UNDER LAW, RULE, REGULATION, PERMIT, ACTION OR
PROCEEDING BEFORE ANY GOVERNMENTAL AUTHORITY, ORDER OR CONSENT DECREE OR ANY
AWARD OF ANY ARBITRATOR OF ANY KIND RELATING TO ANY BENEFIT PLAN (INCLUDING ANY
401(K) PLAN), EMPLOYMENT AGREEMENT, VACATION ACCRUAL OR OTHERWISE RELATING TO AN
EMPLOYEE AND HIS OR HER EMPLOYMENT WITH THE SELLERS.
(BB)
"ENVIRONMENTAL BASELINE" HAS THE MEANING SET FORTH IN SECTION 5.13.
(CC)
"ENVIRONMENTAL CLAIM" SHALL MEAN ANY LIABILITY, OBLIGATION,
JUDGMENT, PENALTY, FINE, COST OR EXPENSE, OF ANY KIND OR NATURE, OR THE DUTY TO
INDEMNIFY, DEFEND OR REIMBURSE ANY PERSON.
(DD)
"ENVIRONMENTAL LAWS" MEANS ALL APPLICABLE LAWS WHICH PROHIBIT,
REGULATE OR CONTROL ANY HAZARDOUS MATERIAL OR ANY HAZARDOUS MATERIAL ACTIVITY,
INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE,
COMPENSATION, AND LIABILITY ACT OF 1980, THE RESOURCE RECOVERY AND CONSERVATION
ACT OF