THE
BUSINESS.
(N)
"EMPLOYEE SECONDMENT AGREEMENT" SHALL MEAN THAT CERTAIN AGREEMENT
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B HERETO PURSUANT TO WHICH CERTAIN
EMPLOYEES OF SELLER ENGAGED IN THE BUSINESS WILL BE SECONDED TO BUYER.
(O)
"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, EMPLOYMENT
AGREEMENT OR OTHERWISE RELATING TO AN EMPLOYEE AND HIS OR HER EMPLOYMENT WITH
SELLER.
(P)
"ESCROW AGREEMENT" SHALL MEAN THE ESCROW AGREEMENT IN THE FORM
REASONABLY AGREED UPON BY BUYER, SELLER AND CITIBANK, N.A. (OR SUCH OTHER ESCROW
AGENT AS SELLER AND BUYER SHALL AGREE), AS ESCROW AGENT (THE "ESCROW AGENT").
(Q)
"EXCLUDED LIABILITIES" HAS THE MEANING SET FORTH IN
SECTION 2.2(C).
(R)
"EXECUTION DATE" MEANS THE DATE OF THE SIGNING AND EXECUTION OF
THE DEFINITIVE AGREEMENTS.
(S)
"EXPENSED ITEMS" MEANS SUPPLIES AND SIMILAR CONSUMABLE MATERIAL ON
HAND AT THE FACILITY THAT ARE RELATED TO AND OF A NATURE CUSTOMARILY USED IN THE
BUSINESS (OTHER THAN SUCH SUPPLIES AND MATERIALS ASSOCIATED WITH ANY EXCLUDED
ASSETS).
(T)
"FACILITY" MEANS THE FACILITY USED IN THE OPERATION OF THE
BUSINESS AND LOCATED AT THE LOCATION SET FORTH ON EXHIBIT A, INCLUDING ALL
LEASEHOLD AND FACILITY IMPROVEMENTS THERETO AND FIXTURES.
3
(U)
"FACILITY TRANSFER AGREEMENT" MEANS THE AGREEMENT SUBSTANTIALLY IN
THE FORM ATTACHED AS EXHIBIT C HERETO PURSUANT TO WHICH OWNERSHIP OF THE
FACILITY WILL BE TRANSFERRED TO BUYER.
(V)
"FIXED ASSETS" MEANS ALL ITEMS OF PLANT, EQUIPMENT, MACHINERY,
TOOLS, FURNITURE AND FURNISHINGS, OFFICE MATERIALS AND SUPPLIES AND OTHER FIXED
ASSETS LISTED OR DESCRIBED IN SCHEDULE 1.1(V) AS OF THE CLOSING DATE, PROVIDED,
HOWEVER, THAT AS DEFINED HEREIN FIXED ASSETS SHALL NOT INCLUDE ANY OF THE
EXCLUDED ASSETS AND THE FACILITY, INCLUDING THE FACILITY, LEASEHOLD IMPROVEMENTS
AND FIXTURES OR ANY BUILDINGS OR OTHER STRUCTURES, INFORMATION TECHNOLOGY
SYSTEMS (OTHER THAN PURCHASED IT SYSTEMS) OR CUSTOM EQUIPMENT, INCLUDING BUT NOT
LIMITED TO CUSTOM, BUSINESS-SPECIFIC TEST FIXTURES, THAT CAN ONLY BE USED IN THE
BUSINESS AND IS NOT READILY ADAPTABLE TO ALTERNATIVE USES AND INCLUDING
EQUIPMENT UTILIZED BY THE ASIC AND DESKTOP SOFTWARE GROUP ENGINEERING TEAMS OF
SELLER THAT ARE LOCATED AT THE FACILITY.
(W)
"GOVERNMENTAL BODY" MEANS ANY:
(I)
NATION, PROVINCE, STATE, COUNTY, CITY, TOWN, VILLAGE, DISTRICT,
OR OTHER JURISDICTION OF ANY NATURE;
(II)
FEDERAL, PROVINCIAL, STATE, LOCAL, MUNICIPAL, FOREIGN, OR OTHER
GOVERNMENT;
(III)
GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITY OF ANY NATURE
(INCLUDING ANY GOVERNMENTAL AGENCY, BRANCH, DEPARTMENT, OFFICIAL, OR ENTITY AND
ANY COURT OR OTHER TRIBUNAL);
(IV)
MULTI-NATIONAL ORGANIZATION OR BODY; OR
(V)
BODY EXERCISING, OR ENTITLED TO EXERCISE, ANY ADMINISTRATIVE,
EXECUTIVE, JUDICIAL, LEGISLATIVE, POLICE, REGULATORY, OR TAXING AUTHORITY OR
POWER OF ANY NATURE.
(X)
"GST TAX AMOUNT" SHALL MEAN AN AMOUNT EQUAL TO SINGAPORE