within such systems, but does not include Software.
"Transferred Entities" means the Persons listed in Item 7 of Exhibit A-1.
"Voteco" has the meaning set forth in the Propco Term Sheet.
"WARN" means the Worker Adjustment and Retraining Notification Act of 1988, as
amended.
18
1.2
Terms Defined Elsewhere in this Agreement.
For purposes of this Agreement, the following terms have meanings set forth in
the sections indicated:
Term
Section
Acquired Entity
5.8(c)
Agreement
Preamble
Allocation Schedule
13.3
Antitrust Division
9.4(a)
Antitrust Laws
9.4(b)
Assumption Motion
9.9(b)
Balance Sheet
5.4
Balance Sheet Date
5.4
Bankruptcy Case
Recitals
Bankruptcy Code
Recitals
Bankruptcy Court
Recitals
Cash Purchase Price
3.1
Closing
4.1
Closing Date
4.1
COBRA
5.13(f)
Competing Bid
8.1
Copyrights
1.1 (in Purchased Intellectual Property definition)
Cure Amounts
9.9(b)
Debtor Contracts
9.9(a)
Directors
9.4(a)
Employee Benefit Plans
5.13(a)
Excess AMT Amount
1.1 (in Confirmation Order definition)
Excluded Assets
2.4
Excluded Liabilities
2.5
Exhibit A Purchased Assets
2.1(a)
Exhibit A Assumed Liabilities
2.1(b)
Exhibit B Purchased Assets
2.2(a)
Exhibit B Assumed Liabilities
2.2(b)
Exhibit C Purchased Assets
2.3(a)
Exhibit C Assumed Liabilities
2.4(b)
Financial Statements
5.4
FTC
9.4(a)
GACC
9.4(a)
Gaming Entities
9.4(a)
JPM
9.4(a)
Line Items
5.4(b)
Marks
1.1 (in Purchased Intellectual Property definition)
Material Contracts
5.12(a)
Minimum FG/JPM/GACC Directors
9.4(a)
MOU
1.1 (in Plan definition)
New Individual Applicant
9.4(a)
Opco Term Sheet
1.1 (in Opco Plan Support Agreement definition)
NIGC
1.1 (in Gaming Authorities definition)
19
Term
Section
Owned Properties
5.9
Owned Software
5.11(a)
Parent Statements
5.4(b)
Patents
1.1 (in Purchased Intellectual Property definition)
Personal Property Leases
5.10
Pre-Closing Required O&M Licensees
9.4(a)
Propco Term Sheet
1.1 (in Propco Plan Support Agreement definition)
Previously Licensed Individuals
9.4(a)
Purchaser Documents
7.2
Purchaser Plans
10.2(a)
Qualified Plans
5.13(c)
Real Property Leases
5.9
SCI
Preamble
Seller Contract
2.6(a)
Seller Excess AMT Election Period
1.1 (in Confirmation Order definition)
Seller Properties
5.9
Sellers
Preamble
Settlement Agreement
1.1 (in Plan definition)
Super Priority Notes Election
3.1
Super Priority Notes Principal Amount
3.1
Termination Date
4.4(a)
Transferred Employees
10.1(a)
Transferred Equity Interest
Exhibit A-1
Transfer Taxes
13.1
Voteco Owners
9.4(a)
Wild Wild West Assemblage
Exhibit B-1
1.3
Other Definitional and Interpretive Matters.
(A)
UNLESS OTHERWISE EXPRESSLY PROVIDED, FOR
PURPOSES OF THIS AGREEMENT, THE FOLLOWING RULES OF INTERPRETATION SHALL APPLY:
(I)
CALCULATION OF TIME PERIOD.
WHEN
CALCULATING THE PERIOD OF TIME BEFORE WHICH, WITHIN WHICH OR FOLLOWING WHICH ANY
ACT IS TO BE DONE OR STEP TAKEN PURSUANT TO THIS AGREEMENT, THE DATE THAT IS THE
REFERENCE DATE IN CALCULATING SUCH PERIOD SHALL BE EXCLUDED.
IF THE LAST DAY OF
SUCH PERIOD IS A NON-BUSINESS DAY, THE PERIOD IN QUESTION SHALL END ON THE NEXT
SUCCEEDING BUSINESS DAY.
(II)
DOLLARS.
ANY REFERENCE IN THIS AGREEMENT
TO $ SHALL MEAN U.S. DOLLARS.
(III)
EXHIBITS/SCHEDULES.
ALL EXHIBITS AND
SCHEDULES ANNEXED HERETO OR REFERRED TO HEREIN ARE HEREBY INCORPORATED IN AND
MADE A PART OF THIS AGREEMENT AS IF SET FORTH IN FULL HEREIN.
ANY MATTER OR
ITEM DISCLOSED ON ONE SCHEDULE SHALL BE DEEMED TO HAVE BEEN DISCLOSED