1.14
"MARKET WITHDRAWAL" HAS THE MEANING SPECIFIED IN SECTION 7.02.
1.15
"MARKS" MEANS THOSE TRADEMARKS AND ASSOCIATED APPLICATIONS AND
REGISTRATIONS LISTED IN THE FIRST COLUMN IN SCHEDULE B ATTACHED HERETO, WHICH
MAY BE AMENDED FROM TIME TO TIME BY MUTUAL AGREEMENT OF THE PARTIES.
1.16
"MINIMUM ANNUAL VOLUME" HAS THE MEANING SPECIFIED IN SECTION
5.02(B)(I).
1.17
"MINIMUM AGGREGATE VOLUME" HAS THE MEANING SPECIFIED IN SECTION
5.03(A)(I).
1.18
"NEGOTIATING PERIOD" HAS THE MEANING SPECIFIED IN SECTION 17.02.
1.19
"NEW APPLICATIONS AND REGISTRATIONS" HAS THE MEANING SPECIFIED IN
SECTION 4.03(B).
1.20
"NON-COMPETING PRODUCTS" MEANS ALL PRODUCTS, OTHER THAN COMPETING
PRODUCTS, MANUFACTURED, MARKETED OR SOLD UNDER ANY OF THE MARKS.
1.21
"NON-VIGORO BRANDED PRODUCTS" MEANS ALL PRODUCTS OFFERED FOR SALE
TO ANY PERSON BY UIC AS OF THE EFFECTIVE DATE, EXCEPT FOR:
(I) ANY PRODUCT SOLD
UNDER ANY OF THE MARKS; (II) ANY PRODUCTS DEVELOPED OR ACQUIRED (WHETHER BY
ASSIGNMENT, MERGER, ASSET SALE, PURCHASE OF CONTROLLING EQUITY INTERESTS OR
OTHER FORM OF ACQUISITION) BY UIC OR ANY UIC AFFILIATE AFTER THE EFFECTIVE DATE;
AND (III) COMMODITY FERTILIZERS.
1.22
"PERSON" MEANS ANY NATURAL PERSON, CORPORATION, COMPANY,
PARTNERSHIP, LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, FIRM, ASSOCIATION,
TRUST, GOVERNMENT, GOVERNMENTAL AGENCY, OR ANY OTHER ENTITY, WHETHER ACTING IN
AN INDIVIDUAL, FIDUCIARY OR OTHER CAPACITY.
1.23
"PRODUCTS" MEANS ALL PRODUCTS AND SERVICES ORDERED, FORECASTED TO
BE ORDERED OR PURCHASED BY HOME DEPOT FROM UIC PURSUANT TO THIS AGREEMENT.
1.24
"PURCHASE PRICE" MEANS THE PURCHASE PRICE OF EACH PRODUCT, AS
FURTHER DEFINED IN ARTICLE X.
1.25
"RECORDS" HAS THE MEANING SPECIFIED IN SECTION 9.02.
1.26
"REPORTS" MEANS ANY OF THE REPORTS REQUIRED TO BE GIVEN BY ANY
PARTY PURSUANT TO SECTION 9.01.
1.27
"SUPPLIER BUYING AGREEMENT" MEANS THAT HOME DEPOT SUPPLIER BUYING
AGREEMENT BETWEEN HOME DEPOT U.S.A., INC. AND UNITED INDUSTRIES CORPORATION OF
EVEN DATE HEREWITH.
1.28
"SUPPLY OBLIGATIONS" GENERALLY REFERS TO THE PARTIES' RESPECTIVE
OBLIGATIONS AND DUTIES SET FORTH IN ARTICLES V THROUGH X HEREUNDER.
1.29
"THIRD PARTY LICENSEE" HAS THE MEANING SPECIFIED IN SECTION
3.04(B).
4
1.30
"THIRD PARTY LICENSES" HAS THE MEANING SPECIFIED IN SECTION
3.04(D).
1.31
"TRADEMARK RIGHTS" HAS THE MEANING SET FORTH IN SECTION 3.03.
1.32
"TRADEMARK TERM" HAS THE MEANING SET FORTH IN SECTION 3.03.
1.33
"VIGORO FERTILIZERS" MEANS ALL LAWN FERTILIZERS AND GARDEN GRANULAR
AND WATER SOLUBLE FERTILIZER PRODUCTS MARKETED OR SOLD UNDER OR IN CONJUNCTION
WITH ANY OF THE MARKS.
1.34
"VIGORO-BRANDED PRODUCTS" MEANS ANY PRODUCT MANUFACTURED, MARKETED
OR SOLD UNDER OR IN CONJUNCTION WITH ANY OF THE MARKS.
ARTICLE II.
CONDITIONS PRECEDENT
2.01
CONDITIONS PRECEDENT.
NOTWITHSTANDING THE EXECUTION OF THIS
AGREEMENT BY EITHER OR BOTH PARTIES, NONE OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT SHALL BE EFFECTIVE UNLESS AND UNTIL THE FOLLOWING CONDITIONS PRECEDENT
HAVE OCCURRED, AFTER WHICH THE AGREEMENT SHALL BE EFFECTIVE AS OF THE EFFECTIVE
DATE:
A.
UIC'S BOARD OF DIRECTORS SHALL HAVE APPROVED THE TERMS AND
CONDITIONS OF THIS AGREEMENT; AND
B.
UIC SHALL HAVE RECEIVED A FULL AND EFFECTIVE WAIVER AND AMENDMENT
TO, OR LANGUAGE IN, THE CREDIT AGREEMENT THAT PERMITS THIS AGREEMENT AND