GOODS
AND SERVICES TAX ("GST") THAT MAY BE CHARGEABLE IN RESPECT OF THE SALE OF THE
PURCHASED ASSETS UNDER THIS AGREEMENT.
(Y)
"INDEBTEDNESS" OF ANY PERSON MEANS ALL MONETARY OBLIGATIONS OF
SUCH PERSON (I) FOR BORROWED MONEY, (II) EVIDENCED BY NOTES, BONDS, DEBENTURES
OR SIMILAR INSTRUMENTS, (III) FOR THE DEFERRED PURCHASE PRICE OF GOODS OR
SERVICES (OTHER THAN TRADE PAYABLES OR ACCRUALS INCURRED IN THE ORDINARY COURSE
OF BUSINESS), (IV) UNDER CAPITAL LEASES OR (V) IN THE NATURE OF GUARANTEES OF
THE OBLIGATIONS DESCRIBED IN CLAUSES (I) THROUGH (IV) ABOVE OF ANY OTHER PERSON.
(Z)
"INTELLECTUAL PROPERTY" MEANS ANY OR ALL OF THE FOLLOWING AND ALL
WORLDWIDE COMMON LAW AND STATUTORY RIGHTS IN, ARISING OUT OF, OR ASSOCIATED
THEREWITH: (I) UNITED STATES AND FOREIGN PATENTS AND UTILITY MODELS AND
APPLICATIONS THEREFOR AND ALL REISSUES, DIVISIONS, REEXAMINATIONS, RENEWALS,
EXTENSIONS, PROVISIONALS, CONTINUATIONS AND CONTINUATIONS-IN-PART THEREOF
("PATENTS"); (II) INVENTIONS (WHETHER PATENTABLE OR NOT), IMPROVEMENTS, TRADE
SECRETS, PROPRIETARY INFORMATION, KNOW-HOW, AND ANY RIGHTS IN TECHNOLOGY,
INVENTION DISCLOSURES,
4
TECHNICAL DATA AND CUSTOMER LISTS, AND ALL DOCUMENTATION RELATING TO ANY OF THE
FOREGOING; (III) COPYRIGHTS, COPYRIGHT REGISTRATIONS AND APPLICATIONS THEREFOR,
AND ALL OTHER RIGHTS CORRESPONDING THERETO THROUGHOUT THE WORLD; (IV) DOMAIN
NAMES, UNIFORM RESOURCE LOCATORS ("URLS"), OTHER NAMES AND LOCATORS ASSOCIATED
WITH THE INTERNET, AND APPLICATIONS OR REGISTRATIONS THEREFOR ("DOMAIN NAMES");
(V) INDUSTRIAL DESIGNS AND ANY REGISTRATIONS AND APPLICATIONS THEREFOR;
(VI) TRADE NAMES, LOGOS, COMMON LAW TRADEMARKS AND SERVICE MARKS, TRADEMARK AND
SERVICE MARK REGISTRATIONS, RELATED GOODWILL AND APPLICATIONS THEREFOR
THROUGHOUT THE WORLD ("TRADEMARKS"); (VII) ALL RIGHTS IN DATABASES AND DATA
COLLECTIONS; (VIII) ALL MORAL AND ECONOMIC RIGHTS OF AUTHORS AND INVENTORS,
HOWEVER DENOMINATED; AND (IX) ANY SIMILAR OR EQUIVALENT RIGHTS TO ANY OF THE
FOREGOING (AS APPLICABLE).
(AA)
"INVENTORIES" MEANS ALL GOOD PRODUCTION READY INVENTORIES OF RAW
MATERIALS AND WORK IN PROCESS LISTED ON SCHEDULE 1.1(AA) AS OF THE CLOSING
DATE.
SCHEDULE 1.1(AA) SHALL INCLUDE INVENTORIES WHICH, BASED ON FIRM,
NON-CANCELABLE CUSTOMER PURCHASE ORDERS OR CUSTOMER FORECASTS, WHICH SELLER
BELIEVES WILL BE USED IN PRODUCTS TO BE DELIVERED TO SELLER WITHIN THE SIX (6)
MONTH PERIOD FOLLOWING THE CLOSING DATE.
FOR PURPOSES OF SECTION 6.2 HEREOF,
THE TERM "INVENTORIES" SHALL ALSO INCLUDE MATERIAL, COMPONENTS AND OTHER
SUPPLIES ACQUIRED BY SELLER PURSUANT TO PURCHASE ORDERS OR OTHER ASSIGNED
CONTRACTS ASSUMED BY SELLERS HEREUNDER AS OF THE CLOSING DATE.
INVENTORIES
SHALL NOT INCLUDE FINISHED GOODS.
(BB)
"LAW" MEANS ANY LAW, STATUTE, RULE, REGULATION, ORDINANCE,
EXTENSION ORDER, OR OTHER PRONOUNCEMENT HAVING THE EFFECT OF LAW OF THE UNITED
STATES, ANY FOREIGN COUNTRY OR ANY U.S., SINGAPORE OR FOREIGN STATE, COUNTY,
CITY OR OTHER POLITICAL SUBDIVISION OR OF ANY GOVERNMENTAL BODY.
(CC)
"LIABILITY" MEANS ANY INDEBTEDNESS, OBLIGATION OR OTHER LIABILITY
OF A PERSON (WHETHER ABSOLUTE, ACCRUED, CONTINGENT, FIXED OR OTHERWISE, OR
WHETHER DUE OR TO BECOME DUE).
(DD)
"LIEN" MEANS ANY MORTGAGE, PLEDGE, LIEN, CHARGE, CLAIM, SECURITY
INTEREST, ADVERSE CLAIMS OF OWNERSHIP OR USE, RESTRICTIONS ON TRANSFER, DEFECT
OF TITLE OR OTHER ENCUMBRANCE OF ANY SORT, OTHER THAN (A) MECHANIC'S,
MATERIALMEN'S, AND SIMILAR LIENS WITH RESPECT TO