collection of any Tax paid or payable or
the administration of any laws, regulations, or administrative requirements
relating to any such Tax.
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"Transaction Expenses" means (without duplication), the collective amount
payable by, or liabilities of any Seller Party or any Shareholder that were
incurred by any Seller Party or such Shareholder (if any) to outside legal
counsel, accountants, advisors, brokers and other Persons in connection with the
transactions contemplated by this Agreement or otherwise arising by consummation
of the transactions contemplated hereby, including one hundred percent (100%) of
the costs and expenses of obtaining any third party consents (including customer
consents), forty percent (40%) of the Transfer Taxes and other taxes, fees and
charges described in Section 6.2, and one hundred percent (100%) of the filing
fees incurred by any Seller Party in connection with any filing by any Seller
Party with a Governmental Authority.
"Working Capital" means the excess of (i) the sum of Smith's Seller's current
assets (including Cash) determined in accordance with the Accounting Methods
applied on a basis consistent with the accounting principles and policies used
in the preparation of the Interim Balance Sheet, over (ii) the sum of Smith's
Seller's current liabilities determined in accordance with the Accounting
Methods applied on a basis consistent with the accounting principles and
policies used in the preparation of the Interim Balance Sheet. A sample
calculation of Working Capital is set forth on Schedule 9.1(b) and Working
Capital shall be calculated in a manner consistent therewith.
9.2. Other Definitions. Each of the following terms is defined in the Section
set forth opposite such term:
"Acquired Assets" 1.5 "Acquired Receivables" 3.10(a) "Agreement" Preamble
"Allocation" 6.1 "ANC Smith's" Preamble "Arbiter" 1.3(d) "Asset Seller" Preamble
"Assumed Contracts" 1.1(a)(v) "Assumed Liabilities" 1.1(d) "Base Amount"
1.2(a)(i) "Benefit Plan" 3.17(a) "Bill of Sale" 1.1(d) "Business" Recitals
"Business Vehicles" 3.8(c) "Buyer Indemnified Parties" 7.2(a) "Buyer Party"
Preamble "Cash-Purchased Assets" 1.1(a) "Cap" 7.2(c) "Closing" 2.1 "Closing
Date" 1.3(a) "Closing Statement" 1.3(a) "Competitive Activities" 5.2(a)
"Confidential Information" 5.1 "Contributed Assets" 1.1(b) "Effective Time" 2.1
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"Employee Solicitation" 5.2(c) "Environmental Documents" 3.16(f) "Environmental
Permits" 3.16(a) "ERISA" 3.17(a) "Estimated Closing Consideration" 1.2(a)(ii)
"Estimated Closing Statement" 1.2(b) "Excluded Assets" 1.1(c) "Financial
Statements" 3.6 "Fundamental Representations" 7.1 "Holdback Amount" 1.2(a)(iii)
"Holdback Release Date" 7.5(a) "Indemnification Holdback Amount" 1.2(a)(iv)
"Indemnified Party" 7.3(a) "Indemnifying Party" 7.3(a) "Initial Holdback Release
Date" 7.5(b) "Intellectual Property" 3.12(a) "Interim Balance Sheet" 3.6
"Interim Balance Sheet Date" 3.6 "Interim Financial Statements" 3.6 "IRS"
3.17(b) "IT Systems" 3.12(b) "Litigation" 3.14 "Litigation Conditions" 7.3(a)
"Material Contracts" 3.13(a) "Material Owned Intellectual Property" 3.12(a)
"Non-Compete Period" 5.2(a) "Notice of Disagreement" 1.3(c) "Operating
Contribution Agreement" 1.1(b) "Owned Real Property" 3.9(d) "Permits" 3.15 "Real
Property Contribution Agreement" 1.4(b) "Retained Liabilities" 1.1(e) "Seller
Indemnified Parties" 7.2(b) "Seller Parties" Preamble "Significant Customer"
3.24 "Smith Properties" Recitals "Smith Employment Agreement" 2.2(a)(iii) "Smith
Properties Consideration" 1.2(a)(vi) "Smith Properties Membership Interests"
Recitals "Smith's Assets" 1.1(a) "Smith's Buyer" Preamble "Smith's Seller"
Preamble "Solicitation Activities" 5.2(b) "Taxing Authority" 3.18(a) "Third
Party Claim" 7.3(a) "Threshold" 7.2(c) "Transferred Employees" 5.5(a) "Transfer
Taxes" 6.2