PAYABLE WITHOUT PENALTY OR INTEREST OR
THE VALIDITY OF WHICH IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, (C) ALL LIENS OF CARRIERS, WAREHOUSEMEN, MECHANICS, MATERIALMEN AND
OTHER SIMILAR PERSONS OR OTHERWISE IMPOSED BY LAW INCURRED IN THE ORDINARY
COURSE OF BUSINESS FOR SUMS NOT YET DELINQUENT OR BEING CONTESTED IN GOOD FAITH,
(D) ALL LIENS THAT RELATE TO DEPOSITS MADE IN THE ORDINARY COURSE OF BUSINESS IN
CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER TYPES OF
SOCIAL SECURITY, OR (E) ALL LIENS NOT OTHERWISE DESCRIBED ABOVE THAT DO NOT
MATERIALLY DETRACT FROM THE VALUE OF, OR IMPAIR THE USE OR MARKETABILITY OF THE
AFFECTED PROPERTIES OR ASSETS AND WHICH IN THE AGGREGATE DO NOT EXCEED [****].
1.73
"PERSON" SHALL MEAN ANY INDIVIDUAL, FIRM, CORPORATION, LIMITED
LIABILITY COMPANY, PARTNERSHIP, TRUST OR OTHER ENTITY, AND SHALL INCLUDE ANY
SUCCESSOR (BY MERGER OR OTHERWISE) OF SUCH ENTITY, AND ANY GOVERNMENTAL
AUTHORITY.
1.74
"PRELIMINARY CLOSING STATEMENT" SHALL HAVE THE MEANING SET FORTH
IN SECTION 2.4(C).
1.75
"PURCHASE PRICE" SHALL HAVE THE MEANING SET FORTH IN SECTION 2.2.
1.76
"RECENT BALANCE SHEET" SHALL HAVE THE MEANING SET FORTH IN SECTION
3.5.
1.77
"RELEASEES"
SHALL HAVE THE MEANING SET FORTH IN SECTION 7.8.
1.78
"RELEASORS" SHALL HAVE THE MEANING SET FORTH IN SECTION 7.8.
1.79
"REPRESENTATION AND WARRANTY INSURANCE POLICY" SHALL HAVE THE
MEANING SET FORTH IN SECTION 8.2(N).
1.80
"REPRESENTATION AND WARRANTY INSURANCE PREMIUM AMOUNT" SHALL HAVE
THE MEANING SET FORTH IN SECTION 2.3(D).
1.81
"SCHEDULED CONTRACTS" SHALL HAVE THE MEANING SET FORTH IN SECTION
3.12(A).
1.82
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
1.83
"SHAREHOLDER" OR "SHAREHOLDERS" SHALL HAVE THE MEANING SET FORTH
IN THE INTRODUCTORY PARAGRAPH.
1.84
"SHAREHOLDERS' DEFENSE AMOUNT" SHALL MEAN [****].
1.85
"SHAREHOLDER INDEMNIFIED PARTIES" SHALL HAVE THE MEANING SET FORTH
IN SECTION 9.2(C).
1.86
"SHAREHOLDERS' KNOWLEDGE" SHALL MEAN THE ACTUAL AWARENESS OF
[****], AFTER REASONABLE COMMERCIAL INQUIRY THEREBY AS TO THE SPECIFIC FACT OR
MATTER AT ISSUE.
7
1.87
"SHAREHOLDERS' PERSONAL PROPERTY" SHALL BE THOSE ITEMS LISTED ON
SCHEDULE 1.87.
1.88
"SHAREHOLDERS' REPRESENTATIVE" SHALL HAVE THE MEANING SET FORTH IN
SECTION 6.1(A).
1.89
"SHARES" SHALL HAVE THE MEANING SET FORTH IN THE RECITALS TO THIS
AGREEMENT.
1.90
"STOCK-BASED AWARDS" SHALL HAVE THE MEANING SET FORTH IN SECTION
3.1(C).
1.91
"SUBSIDIARY" SHALL MEAN KELATRON CORPORATION, A DELAWARE
CORPORATION.
1.92
"TARGET WORKING CAPITAL AMOUNT" SHALL MEAN [****].
1.93
"TAX" OR "TAXES" SHALL MEAN ALL TAXES, CHARGES, FEES, DUTIES,
LEVIES OR OTHER ASSESSMENTS, INCLUDING INCOME, GROSS RECEIPTS, NET PROCEEDS, AD
VALOREM, REAL AND PERSONAL PROPERTY (TANGIBLE AND INTANGIBLE), SALES, USE,
FRANCHISE, EXCISE, VALUE ADDED, LICENSE, PAYROLL, UNEMPLOYMENT, ENVIRONMENTAL,
CUSTOMS DUTIES, CAPITAL STOCK, DISABILITY, STAMP, USER, TRANSFER, FUEL, EXCESS
PROFITS, WINDFALL PROFITS, SEVERANCE AND EMPLOYEES' INCOME WITHHOLDING AND
SOCIAL SECURITY TAXES ANY OTHER LIKE GOVERNMENTAL CHARGES IMPOSED BY THE UNITED
STATES OR BY ANY STATE, MUNICIPALITY, SUBDIVISION OR INSTRUMENTALITY OF THE
UNITES STATES, BY ANY OTHER TAX AUTHORITY OR BY ANY GOVERNMENTAL AUTHORITY,
INCLUDING ALL APPLICABLE INTEREST, PENALTIES OR ADDITIONS