(excluding any devaluation adjustment based on the price of
silver which is provided for in this Agreement) or material adverse effect on
the ability of Seller to consummate the transactions contemplated by this
Agreement or (ii) a fire, flood, earthquake or other casualty affecting the
Purchased Assets resulting in a cost of repair of more than $75,000 in excess of
applicable insurance coverage.
"Silver Ounce" means one Sterling Ounce multiplied by 0.927.
"Sterling Ounce" means one troy ounce of silver, including the weight of silver
and other constituents contained therein.
"Survival Period" of a representation or warranty means the period of survival
of such representation or warranty as provided in Section 4.22, Section 5.5 or
Section 6.5.
A-1
Table of Contents
The following terms not defined above are defined in the sections of the
Agreement indicated below:
Term
Section
Actual Inventory Adjustment
2.4(d)
Admitted Claim
11.3(a)
Bill of Sale
3.3(b)(i)
Business
Preamble
Buyer
Preamble
Buyer's Inventory Valuation
2.4(b)
Claim
11.3(a)
Claimant
11.3(a)
Claim Notice
11.3(a)
Closing
3.1
Closing Date
3.1
Consent Contracts
1.1(x)
Contracts
1.2
Discharge
4.5(b)
Dispute Notice
11.3(a)
Encumbrances
4.3
Environmental Claim
4.5(b)
Environmental Laws
4.5(b)
Environmental Permits
4.5(a)
Escrow Agent
2.3
Escrow Agreement
2.3
Escrow Amount
2.3
Estimated Inventory Adjustment
2.4(a)
Excluded Assets
1.2
Existing ISRA Cases
7.1(a)
Facility
Preamble
Gorham License
3.3(b)(iv)
Hazardous Materials
4.5(b)
Indemnifying Party
11.3(a)
Independent Auditors
2.4(d)
Initial Payment
2.2
Inventory Value
2.4(a)
IP Assignment
3.4(c)(i)
ISRA
4.5(b)
ISRA Cases
4.5(b)
ISRA Compliance
4.5(b)
Kirk Stieff License
3.3(b)(v)
Letter of Non-Applicability
7.1(a)
License-Back Agreement
3.3(b)(v)
Licenses
3.3(b)(v)
LNA
7.1(a)
Material Contracts
4.8
A-2
Table of Contents
Term
Section
New ISRA Cases
7.1(a)
NJDEP
4.5(b)
Objection Notice
2.4(d)
Parent
Preamble
Permits
1.1(vi)
Permitted Encumbrances
4.3
Proprietary Rights
1.1(iii)
Purchased Assets
1.1
Purchase Price
2.1
Release
4.5(b)
Seller
Preamble
Seller Agreements
4.2
Seller's Inventory Valuation
2.4(a)
Target Inventory Value
2.4(a)
Third Party Claim
11.4
Transfer Taxes
2.6
Transition Services Agreement
Preamble
UPC Transfer Agreement
3.3(b)(ix)
Whiting/Durgin License
3.3(b)(iii)
A-3