means a reasonable likelihood of a Release that would
reasonably be expected to require action in order to prevent or mitigate damage
to the Environment that may result from such Release.
"Treasury Regulations" shall mean the regulations of the United States Treasury
Department, as amended, and any successor provisions thereto.
"US GAAP" means United States generally accepted accounting principles, as in
effect from time to time, consistently applied in accordance with past
practices.
"Working Capital" means the excess of the aggregate Current Assets (reduced by
all applicable reserves in respect thereof as determined in a manner consistent
with each Seller's historical practices) over the aggregate Current Liabilities,
prepared in accordance with the methodology contained in the example Working
Capital calculation set forth on Schedule 1.1(d) for illustrative purposes only.
1.2Additional Definitions
. In addition, the meanings of the following terms and variations thereof are
specified in the Section set forth opposite such term:
Term
Section
"2015 Earn-Out"
2.10(a)
"2015 Actual EBITDA"
2.10(a)
"2015 EBITDA Maximum"
2.10(d)
"2015 EBITDA Minimum"
2.10(b)
"2015 EBITDA Threshold"
2.10(c)
"2016 Earn-Out"
2.10(a)
"2016 Actual EBITDA"
2.10(a)
"2016 EBITDA Maximum"
2.10(d)
"2016 EBITDA Minimum"
2.10(b)
"2016 EBITDA Threshold"
2.10(c)
"Acquired Assets"
2.1(e)
"Acquisition"
Recitals
8
"Adjustment Amount"
2.8(a)
"Allocation"
2.5(b)(i)
"Allocation Statement"
2.5(c)
"Amount in Controversy"
2.10(j)
"Arbitration Panel"
2.10(j)(ii)
"Agreement"
Introductory Paragraph
"Amalgamation"
Recitals
"Assumed Liabilities"
2.4(a)
"Audited EBITDA Statement"
2.10(h)
"Balance Sheet"
3.5
"Base Purchase Price"
2.3
"Bill of Sale and Assignment and Assumption Agreements"
2.7(a)(i)
"Breach Acceleration Payment"
7.13(e)
"Business"
Recitals
"Buyer" or "Buyers"
Introductory Paragraph
"Buyer Closing Documents"
4.2(a)
"Buyer Group"
6.1(a)
"Buyer Guarantor"
Introductory Paragraph
"Buyer Indemnified Persons"
8.2(a)
"Buyer Representative"
12.16
"CA Allocation"
2.5(a)
"CA Tax Purchase Price"
2.5(a)
"CA Assets"
2.1(d)
"CA Buyer"
Introductory Paragraph
"CA IP Asset"
2.1(c)(iv)
"CA Seller"
Introductory Paragraph
"CERCLA"
1.1
"Change of Control Acceleration Payment"
7.13(c)
"Cleanup"
1.1
"Closing"
2.6
"Closing Date"
2.6
"Closing Financial Statements"
2.8(b)
"Collective Agreement"
3.25(d)
"Competing Business"
7.7(a)
"Control Notice"
8.7(b)
"Covenants"
7.14
"Current Employees"
3.24(a)
"Damages"
8.2
"Deductible"
8.4
"Earn-Out Amounts"
2.10(a)
"Earn-Out Period"
7.13(b)
"Easton Canada"
Recitals
"EBITDA Statement"
2.10(h)
"EH&S Losses"
1.1
"Electing Party's Earn-Out Statement"
2.10(j)
"Employment Agreement"
2.7(a)(iv)
9
"Employee Grantees"
7.14
"Escrow Agreement"
2.7(a)(vii)
"Estimated Adjustment Amount"
2.3
"Estimated Working Capital"
2.3
"Excluded Assets"
2.2
"Fox"
Introductory Paragraph
"Grantees"
7.14
"Indemnified Person"
8.7(a)
"Indemnifying Person"
8.7(a)
"Independent Accountants"
2.5(c)
"Interim Balance Sheet"
3.5
"Installment Sale Payment"
2.10(n)(i)
"Inventory Assets"
2.1(e)
"IP Assets"
2.1(c)(iv)
"KY Buyer"
Introductory Paragraph
"Leased Real Property"
3.9
"Legacy Sellers"
Recitals
"License Agreements"
3.26(f)
"Loan Payoff Amount"
2.7(a)(vi)
"Material Customer"
3.29
"Material Supplier"
3.29
"Narrow-Wide Rings"
7.15(b)
"Noted IP"
3.26(a)
"One-Year Non-US IP License"
2.1(c)(ii)
"Owner"
1.1
"Owner Guarantors"
Introductory Paragraph
"Party" or "Parties"
Introductory Paragraph
"Perpetual Non-US IP License"
2.1(c)(i)
"Products"
3.32
"Proprietary Information"
7.7(d)
"Purchase Price"
2.3
"Real Property Lease"
3.9
"Reference Working Capital"
2.8(a)
"Registered IP Rights"
3.26(a)
"Releasee" or "Releasees"
7.12
"Retained Liabilities"
2.4(b)
"Restricted Period"
7.7(a)
"RF Canada"
Recitals
"Schedule Supplement"
6.1(f)
"Securities Act"
3.3
"Seller" or "Sellers"
Introductory Paragraph
"Seller Closing Documents"