THE PLURAL, (B)
REFERENCES TO ANY GENDER
INCLUDE THE OTHER GENDERS, (C)
THE WORDS "INCLUDE," "INCLUDES" AND "INCLUDING"
DO NOT LIMIT THE PRECEDING TERMS OR WORDS AND SHALL BE DEEMED TO BE FOLLOWED BY
THE WORDS "WITHOUT LIMITATION", (D)
THE TERMS "HEREOF", "HEREIN", "HEREUNDER",
"HERETO" AND SIMILAR TERMS IN THIS AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE
AND NOT TO ANY PARTICULAR PROVISION OF THIS AGREEMENT, (E)
THE TERMS "DAY" AND
"DAYS" MEAN AND REFER TO CALENDAR DAY(S) AND (F)
THE TERMS "YEAR" AND "YEARS"
MEAN AND REFER TO CALENDAR YEAR(S).
UNLESS OTHERWISE SET FORTH HEREIN,
REFERENCES IN THIS AGREEMENT TO (I)
ANY DOCUMENT, INSTRUMENT OR AGREEMENT
(INCLUDING THIS AGREEMENT) (A)
INCLUDE AND INCORPORATE ALL EXHIBITS, SCHEDULES
AND OTHER ATTACHMENTS THERETO, (B)
INCLUDE ALL DOCUMENTS, INSTRUMENTS OR
AGREEMENTS ISSUED OR EXECUTED IN REPLACEMENT THEREOF AND (C)
MEAN SUCH
DOCUMENT, INSTRUMENT OR AGREEMENT, OR REPLACEMENT OR PREDECESSOR THERETO, AS
AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS
AND IN EFFECT AT ANY GIVEN TIME, AND (II)
A PARTICULAR LAW MEANS SUCH LAW AS
AMENDED, MODIFIED, SUPPLEMENTED OR SUCCEEDED, FROM TIME TO TIME AND IN EFFECT AT
ANY GIVEN TIME.
ALL ARTICLE, SECTION, EXHIBIT AND SCHEDULE REFERENCES HEREIN
ARE TO ARTICLES, SECTIONS, EXHIBITS AND SCHEDULES OF THIS AGREEMENT, UNLESS
OTHERWISE SPECIFIED.
ALL DOLLAR AMOUNTS IN THIS AGREEMENT, INCLUDING THE SYMBOL
"$", REFER TO U.S. DOLLARS, UNLESS OTHERWISE SPECIFIED.
THIS AGREEMENT SHALL
NOT BE CONSTRUED AS IF PREPARED BY ONE OF THE PARTIES, BUT RATHER ACCORDING TO
ITS FAIR MEANING AS A WHOLE, AS IF BOTH PARTIES HAD PREPARED IT.
1.3
OTHER DEFINITIONS.
EACH OF THE FOLLOWING TERMS IS DEFINED IN THE
SECTION SET FORTH OPPOSITE SUCH TERM:
4
DEFINITION
SECTION
Acquisition Transaction
3.22
Additional Survival Period
7.1(b)
Advertising Rights
5.5(b)
Agreement
Preamble
Applicable Terms
5.12(b)
Assumed Contracts
2.1(a)(vii)
Assumed Liabilities
2.1(c)
Business Names
3.15(a)(i)
Closing
2.2
Closing Date
2.2
Copyrights
3.15(a)(i)
Cure Period
9
Customer Information
3.24(a)
Dispute
3.15(m)
Domain Names
3.15(a)(i)
Excluded Assets
2.1(b)
Financial Statements
3.7
Holdback Account
2.5
Indemnified Party
7.5(b)
Indemnifying Party
7.5(b)
Indemnity Claim
7.5(a)
Intellectual Property
3.15(a)(i)
Losses
7.2
Marks
3.15(a)(i)
Non-Assignable Contracts
5.6
Offer
5.12(a)
Other Advertising Rights
5.5(b)
Participant
2.1(a)(vi)
Participants Lists
2.1(a)(vi)
Party or Parties
Preamble
Preclosing Revenue Schedule
2.4(b)
Pre-Closing Tax Period
3.10
Privacy Policy
3.24(d)
PTO
3.15(b)
Publication Advertising Rights
5.5(a)
Purchase Price
2.3
Purchaser
Preamble
Purchaser Business
2.4(a)
Purchaser Claim
7.2
Purchaser Indemnified Parties
7.2
Purchaser Option Period
5.12(b)
Purchaser Receivables
5.9(a)
Registered Business Names
3.15(a)(iii)
Registered Intellectual Property
3.15(a)(iii)
Restrained Parties
5.7(a)
5
DEFINITION
SECTION
Returns
3.10
Seller
Preamble
Seller Claim
7.3
Seller Employees
3.13
Seller Indemnified Parties
7.3
Seller Software
3.15(o)
Seller Receivables
5.9(a)
Source Code
3.15(o)
Transferred Intellectual Property
3.15(a)(ii)
Seller Non-Compete Term
5.7(a)
Seller Registered Intellectual Property
3.15(b)
Standard Survival Period
7.1(a)
Third Party Indemnity Claim
7.5(a)
Trademark
Recitals
Transaction Documents
3.25(a)
Transactions
2.2
Transferred Assets
2.1(a)
Transferred Domain Names
Recitals
Transferred Business
Recitals
Vance Publishing
5.5(a)
ARTICLE II
PURCHASE AND SALE
2.1
PURCHASE AND SALE OF ASSETS