SELLERS" MEANS THE ACTUAL
KNOWLEDGE OF ERIC KRAUSE AND DREW WALK, BASED UPON DUE INQUIRY. NO CONSTRUCTIVE
OR IMPUTED KNOWLEDGE SHALL BE ATTRIBUTED BY VIRTUE OF ANY POSITION HELD,
RELATIONSHIP TO ANY OTHER PERSON, OR FOR ANY OTHER REASON, EXCEPT TO THE EXTENT
DUE INQUIRY WAS NOT CONDUCTED.
(P)
"LAW" MEANS ANY CONSTITUTIONAL PROVISION,
STATUTE OR OTHER LAW, RULE, OR REGULATION OF ANY GOVERNMENTAL ENTITY AND ANY
ORDER.
(Q)
"LEASED REAL PROPERTY" MEANS THE PREMISES AT
THE MEDCARE COLUMBUS, MISSISSIPPI BRANCH.
(R)
"LOSS" MEANS ANY COST, DAMAGE,
DISBURSEMENT, EXPENSE, LIABILITY, JUDGMENT, CLAIM, DEMAND, LOSS, DEFICIENCY,
DIMINUTION IN VALUE, OBLIGATION, PENALTY, FINE, ASSESSMENT OR SETTLEMENT OF ANY
KIND OR NATURE, WHETHER FORESEEABLE OR UNFORESEEABLE, INCLUDING, BUT NOT LIMITED
TO, INTEREST OR OTHER CARRYING COSTS, PENALTIES, LEGAL, ACCOUNTING AND OTHER
PROFESSIONAL FEES AND EXPENSES INCURRED IN THE INVESTIGATION, COLLECTION,
PROSECUTION AND DEFENSE OF CLAIMS, ACTUAL OR THREATENED, INQUIRIES, HEARINGS OR
OTHER REASONABLE LEGAL OR ADMINISTRATIVE PROCEEDINGS, AND AMOUNTS PAID IN
SETTLEMENT, THAT MAY BE IMPOSED ON OR OTHERWISE INCURRED OR SUFFERED BY THE
SPECIFIED PERSON; PROVIDED, HOWEVER, THAT "LOSS" SHALL NOT INCLUDE ANY AMOUNT
THAT IS RECEIVED BY SUCH SPECIFIED PERSON UNDER A VALID AND COLLECTIBLE
INSURANCE POLICY.
(S)
"ORDER" MEANS ANY DECREE, INJUNCTION,
JUDGMENT, ORDER, RULING, ASSESSMENT OR WRIT BY A GOVERNMENTAL ENTITY.
(T)
"ORDINARY COURSE" MEANS THE ORDINARY AND
USUAL COURSE OF THE CONDUCT OF THE BUSINESS BY SELLERS CONSISTENT WITH PAST
CUSTOM AND PRACTICE OF SELLERS.
(U)
"PERSON" MEANS AN ASSOCIATION, A
CORPORATION, AN INDIVIDUAL, A PARTNERSHIP, A LIMITED LIABILITY COMPANY, A TRUST
OR ANY OTHER ENTITY OR ORGANIZATION, INCLUDING A GOVERNMENTAL ENTITY.
(V)
"TAX RETURN" MEANS A REPORT, RETURN OR OTHER
INFORMATION REQUIRED TO BE SUPPLIED TO A GOVERNMENTAL ENTITY WITH RESPECT TO
TAXES INCLUDING, WHERE PERMITTED OR REQUIRED, COMBINED OR CONSOLIDATED RETURNS
FOR ANY GROUP OF ENTITIES.
(W)
"TAX" MEANS ALL TAXES, CHARGES, FEES, LEVIES,
OR OTHER LIKE ASSESSMENTS, INCLUDING WITHOUT LIMITATION INCOME, SALES AND USE,
EXCISE, FRANCHISE, REAL AND PERSONAL PROPERTY, TRANSFER, GROSS RECEIPT, CAPITAL
STOCK, PRODUCTION, BUSINESS AND OCCUPATION, DISABILITY, EMPLOYMENT, PAYROLL,
SEVERANCE, AD VALOREM, VALUE ADDED, PREMIUM, LICENSE OR WITHHOLDING TAX OR
CHARGE IMPOSED BY ANY GOVERNMENTAL ENTITY, AND ANY INTEREST, FINES, PENALTIES
(CIVIL OR CRIMINAL), ASSESSMENTS, OR ADDITIONS TO TAX RESULTING FROM OR RELATED
THERETO OR TO THE NON-PAYMENT THEREOF, AND ANY LOSS IN CONNECTION WITH THE
DETERMINATION, SETTLEMENT OR LITIGATION OF ANY TAX LIABILITY.
(X)
"TERRITORY" MEANS A ONE HUNDRED (100) MILE
RADIUS OF EACH BRANCH LOCATION OF A SELLER REFLECTED ON SCHEDULE 1.1(E).
(Y)
"TRADE NAMES" MEANS ALL TRADE NAMES, LOGOS,
DESIGNS, SYMBOLS, EMBLEMS, INSIGNIAS AND SLOGANS, WHETHER OR NOT REGISTERED OR
CAPABLE OF REGISTRATION, WHICH ARE USED BY ANY SELLER OR ANY AFFILIATES OF ANY
SELLER, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
3
CRITICAL CARE SYSTEMS, INC., CURATIVE HEALTH SERVICES, INC., CURATIVE CRITICAL
CARE SYSTEMS, CURATIVE HEALTH SERVICES CO., CURATIVE PHARMACY SERVICES, WOUND
CARE CENTER, AND WOUND MANAGEMENT PROGRAM, OR ANY DERIVATION OR ACRONYM THEREOF.
1.2
Other Defined Terms. The following terms
have the meanings defined for such terms in