being implemented by the Purchaser to provide reasonable assurance
regarding the reliability of
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financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP, including the Reporting Policies and
Procedures, in compliance with Section 404.
"Vendors" means any and all vendors who are unaffiliated with the Seller and who
supply raw materials, components, spare parts, supplies, goods, merchandise or
services to the Seller (as such relate to the Business).
SECTION 1.02.
Definitions.
The following terms have the meanings set forth in
the Sections set forth below:
Definition
Location
"555 Wireless Sublease"
7.02(i)(i)
"AAA"
10.09
"Additional Reserved Receivables"
2.07(d)
"Adjusted Target NWCB"
2.07(c)(i)(B)
"Agreement"
Preamble
"Allocation"
2.03(b)
"Ancillary Lease Documents"
3.16(d)
"Assumed Contracts"
2.01(a)(xi)
"Assumed Liabilities"
2.02(a)
"Audiovox Board"
3.30(a)
"Audiovox Recommendation"
5.19(b)
"Audiovox Stockholders' Meeting"
5.19(a)
"Audiovox Triggering Event"
9.01
"Business"
Recitals
"Cerritos Lease"
7.02(i)(ii)
"Change in the Audiovox Recommendation"
5.06(c)
"Claims"
2.01(a)(ix)
"Closing"
2.04
"Collection Period"
2.09(d)
"Competing Transaction"
5.06(d)
"Consent Costs"
5.04(e)
"Disputed Receivable"
2.09(a)
"Employee Amounts"
6.02
"Employment Agreements"
Recitals
"ERISA"
3.21(a)
"Escrow Agreement"
2.08
"Excluded Assets"
2.01(b)
"Excluded Intellectual Property"
2.01(b)(vii)
"Excluded Liabilities"
2.02(b)
"Expense Reimbursement"
9.01(b)
"Expenses"
9.03(a), (c)
"Fee"
9.03(b)
"Financial Statements"
3.04(a)(ii)
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Definition
Location
"Independent Accounting Firm"
2.07(b)(ii)
"Initial Termination Date"
9.01(b)
"Interim Financial Statements"
3.04(a)(iii)
"Key Employees"
7.02(g)
"Lease"
3.16
"Loss"
8.02
"Material Contracts"
3.14(a)
"Notice of Superior Proposal"
5.06(c)
"Options"
3.16(c)
"Plans"
3.21(a)
"PRC Antitrust Approvals"
7.01(b)
"Proxy Statement"
5.19(a)
"Preliminary Purchase Price Increase"
2.07(C)(i)(B)
"Preliminary Purchase Price Reduction"
2.07(C)(i)(K)
"Purchase Price"
2.03(a)
"Purchased Assets"
2.01(a)
"Purchaser"
Preamble
"Purchaser Indemnified Party"
8.02
"Replication Service"
5.22
"Restricted Period"
5.08(a)
"Seller"
Preamble
"Seller Indemnified Party"
8.03
"Stockholder"
Recitals
"Superior Proposal"
5.06(e)
"Tangible Personal Property"
3.17(a)
"Target NWCB"
2.07(C)(i)
"Third Party Claim"
8.05(b)
"Trademark License Agreement"
5.20
"Transferred Employee"
6.01
"Transition Services Agreement"
5.13
"Voting Agreement"
Recitals
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, EXHIBIT OR SCHEDULE, SUCH REFERENCE IS TO AN ARTICLE OR
SECTION OF, OR A SCHEDULE 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