in a revenue ruling in effect during
the three (3) month period ending with the month of the Closing Date.
SECTION 1.02.
Definitions. The following terms have the meanings set forth in
the Sections set forth below:
Term
Section
2016 P&L Information
4.04(a)
Abbott
Preamble
Action
4.06
Additional Payment
Schedule 2.05
Allocation Dispute Notice
2.06(a)
Allocation Firm
2.06(a)
Archived Records
6.08(a)
11
Term
Section
Assumed Liabilities
2.02(a)
Audited Financial Statements
6.10(a)(i)
Auditor
6.10(a)(i)
Bankruptcy and Equity Exception
3.02(a)
Business Records
2.01(a)(vii)
Cap
10.04(a)(iii)
Closing
2.07
Closing Date
2.07
Confidentiality Agreement
6.04(b)
Consultant
2.11(b)
Conveyance Taxes
7.05
Deductible
10.04(a)(ii)
Deferred Asset Jurisdiction
2.08(a)
Deferred Assets and Liabilities
2.08(a)
Deferred Transfer Closing
2.08(b)
Direct Claim
10.05(b)
Direct Claim Notice
10.05(b)
Dispute Notice
2.11(b)
EC Decision
11.16
End Date
9.01(e)(ii)
Estimated Allocation of the Assumed Liabilities
2.06(a)
Estimated Allocation of the Initial Payment
2.06(a)
Estimated Allocation of the Initial Purchase Price
2.06(a)
Estimated Allocation of the Local Tax Purchase Price
2.06(b)
Estimated Allocation of the U.S. Tax Purchase Price
2.06(b)
Estimated Allocation of the U.S. Tax Purchase Price and Local Tax Purchase Price
2.06(b)
Exchange Act
4.03
Excluded Assets
2.01(b)
Excluded Liabilities
2.02(b)
Excluded Seller Marks
6.07(b)
Exclusive Contract
2.01(a)(i)
FDA
4.12(a)
Filed SEC Documents
Article IV
Final Allocation
2.06(a)
Final Allocation of the U.S. Tax Purchase Price and Local Tax Purchase Price
2.06(b)
Final Transferred Inventory
2.11(b)
Financial Statements
4.04(a)
Food and Drug Laws
4.12(a)
12
Term
Section
Foreign Acquisition Agreements
2.03
FTC
6.02(b)
Guarantor
11.15
Health Care Laws
4.12(a)
Indemnified Party
10.05(a)(i)
Indemnifying Party
10.05(a)(i)
Initial Interim Financial Statements
6.10(a)(i)
Initial Payment
Schedule 2.05
Interim Balance Sheet
4.04(a)
Interim Financial Statements
6.10(a)(ii)
Judgment
4.06
Laws
4.07
Material Contract
4.11(a)
Merger Agreement
Recitals
Merger
Recitals
Merger Transaction
Recitals
Parties
Preamble
Periodic Taxes
7.01
Purchase Price
2.05
Purchased Assets
2.01(a)
Purchaser
Preamble
Purchaser Indemnitees
10.02
Purchaser Parent
Preamble
Reference Balance Sheet
4.04(a)
SEC Financial Statements
4.04(b)
Securities Act
4.03
Seller
Preamble
Seller Guarantees
6.06
Seller Indemnitees
10.03
Shared Contract
2.01(a)(i)
Subsequent Payment Date
Schedule 2.05
Third Party Claim
10.05(a)(i)
Third Party Claim Notice
10.05(a)(i)
Transferred Inventory
2.01(a)(v)
Transferred Inventory Calculation
2.11(a)
SECTION 1.03.
Interpretation.
(a)
When a reference is made in this Agreement to an Article, a Section,
Exhibit or Schedule, such reference shall be to an Article of, a Section of, or
an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table
of contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the
13
meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation". The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement. The words "date hereof" when used in this Agreement shall refer to
the date of this Agreement. The terms "or",