Purchase Price
Section 2.1(a)(ii)
Estimated Closing Date Net Working Capital
Section 2.1(a)(i)
Estimated Closing Statement
Section 2.1(a)(i)
Estimated Transaction Expenses
Section 2.1(a)(i)
Federal Health Care Program
Section 4.19(c)(ii)
Final Closing Statement
Section 2.2(a)
Financial Statements
Section 4.6(a)
Firm
Section 10.14(a)
Governmental Approval
Section 3.2
Governmental Damages Section 7.2(d)
Governmental Investigation Section 7.2(d)
Granite Agreement
Preamble
Hazardous Materials
Section 4.13(b)
Hot Asset
Section 2.5(c)
Increase Amount
Section 2.2(d)
Indemnification Notice
Section 9.5(a)
Indemnifying Parties
Section 9.2(a)
Indemnitors
Section 6.12(b)
Independent Accounting Firm
Section 2.2(b)
Intellectual Property Rights
Section 4.16(a)(iii)
Interests
Recitals
Interim Period
Section 6.8(d)
Manufacturer Contract
Section 4.14(a)(x)
Marks
Section 4.16(a)(iii)
Material Contract
Section 4.14(a)
Parent
Preamble
Parent Indemnified Parties Section 9.2(a)
Parent's Proposed Calculations Section 2.2(a)
Patents
Section 4.16(a)(iii)
Permitted Lien
Section 4.15
PHI
Section 9.2(a)(iv)
Pharmacy
Section 4.6(a)
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Policies
Section 4.17
Post-Signing Changes
Section 10.13(b)
Pre-Closing Insurance Policy
Section 9.8
Privileged Deal Communications
Section 10.14(d)
Publicly Available Software
Section 4.16(a)(iv)
Purchase Price
Section 2.1
Re-Calculated Closing Date Net Working
Section 2.2(f)
Capital
Related Persons
Section 4.21
Release
Section 4.13(b)(iv)
Release Date
Section 9.3(a)(i)
Remaining Disputed Items
Section 2.2(b)
Representatives
Section 6.2(a)
Requisite Approval
Section 4.4(a)
Restraint(s)
Section 7.1(b)
Sale
Recitals
Securities Act
Section 5.8
Seller
Preamble
Seller Parties
Section 10.14(b)
Short Period
Section 6.8(d)
Software
Section 4.16(a)(v)
Subsidiary Documents
Section 4.2(b)
Supplemental Disclosure Schedule
Section 10.13(b)
Takeover Proposal
Section 6.2(c)
Tax Returns
Section 4.11(l)
Tax Sharing Agreement
Section 4.11(f)
Taxes
Section 4.11(l)
Technology
Section 4.16(a)(vi)
Third Party Claim
Section 9.5(b)(i)
Third Party Claim Notice
Section 9.5(b)(i)
Trade Secrets
Section 4.16(a)(iii)
Walk-Away Date
Section 8.1(b)(i)
WARN
Section 4.12(a)
Section 10.12. 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 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. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document made or delivered pursuant hereto unless otherwise defined therein. The
definitions contained in this Agreement are applicable to the singular as well
69
as the plural forms of such terms and to the masculine as well as to the
feminine and neuter genders of such term. Except if otherwise explicitly
provided, any agreement, instrument or statute defined or referred to herein or
in any agreement or instrument that is referred to herein means such agreement,
instrument or statute as from time to time amended, modified or supplemented,
including (in the case