in the Sections referenced below:
Definition
Location
AAA
10.9(a)
Acquisition Subs
Preamble
Adknowledge
Preamble
Agreement
Preamble
B&B
Preamble
Business Patents
3.13(a)
Business Registered Copyrights
3.13(a)
Business Registered IP
3.13(a)
Business Registered Marks
3.13(a)
Buyer
Preamble
Buyers
Preamble
Cap
8.6(a)(i)
Closing
2.6(a)
Closing Date
2.6(a)
Closing Net Working Capital Statements
2.7(a)
Confidential Information
5.3(a)
[***]
7.1(a)
Disclosing Parties
10.9(c)
Disclosure Schedules
Article III
European Acquisition Sub
Preamble
European Assumed Liabilities
2.3(b)
European Balance Sheet
3.5(a)
European Carveout Procedures
3.5(a)
European Closing Net Working Capital Statement
2.7(a)
European Media Business
Recitals
European Purchase Price
2.5(b)
Excluded Assets
2.2
Excluded Liabilities
2.4
Financial Statements
3.5(a)
HSR Act
3.3(b)
Indemnified Party
8.5(a)
Indemnifying Party
8.5(a)
Independent Accounting Firm
2.7(c)
Interim Financial Statements
3.5(a)
Losses
8.2
Material Contracts
3.15(a)
Media Business
Recitals
MIVA
Preamble
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
9
Definition
Location
MIVA (UK)
Preamble
New York Convention
10.9(b)
Notice of Disagreement
2.7(b)
Order
6.4
Permits
3.7(b)
Post-Closing Tax Period
8.4
Pre-Closing Tax Period
8.4
Price Allocation
6.1
Proposed Expert
10.9(c)
[***]
2.3(b)
Restricted Contract
5.4(a)
Restricted Period
5.10(a)
Seller Solvency Certificate
2.6(b)(ii)(D)
Seller(s)
Preamble
Third Party Claim
8.5(a)
Transferring Employees
5.8(a)
TUPE
5.8(d)
U.S. Assumed Liabilities
2.3(a)
U.S. Balance Sheet
3.5(a)
U.S. Carveout Procedures
3.5(a)
U.S. Closing Net Working Capital Statement
2.7(a)
U.S. Media Business
Recitals
U.S. Purchase Price
2.5(a)
US Acquisition Sub
Preamble
ARTICLE II
PURCHASE AND SALE
Section 2.1
Purchase and Sale of Assets.
Upon the
terms and subject to the conditions of this Agreement, at the Closing, the
Sellers shall, or cause its Subsidiaries to, sell, assign, transfer, convey and
deliver to (a) the U.S. Acquisition Sub all of the Sellers' and/or their
Affiliate's right, title and interest as of the Closing Date in and to the U.S.
Media Assets, and the U.S. Acquisition Sub shall purchase, acquire, accept and
pay for the U.S. Media Assets and assume the U.S. Assumed Liabilities and
(b) the European Acquisition Sub all of the Sellers' and/or their Affiliate's
right, title and interest as of the Closing Date in and to the European Media
Assets, and the European Acquisition Sub shall purchase, acquire, accept and pay
for the European Media Assets and assume the European Assumed Liabilities.
Section 2.2
Excluded Assets.
Notwithstanding
anything contained in Section 2.1 to the contrary, the Sellers are not selling,
and the Acquisition Subs are not purchasing, any assets listed on Schedule 2.2
of the Disclosure Schedules, all of which shall be retained by the Sellers
(collectively, the "Excluded Assets").
[***] = Confidential treatment requested for redacted portion; redacted portion
has been filed separately with the Securities and Exchange Commission.
10
Section 2.3
Assumed Liabilities.
(A)
IN CONNECTION WITH THE PURCHASE AND SALE OF
THE U.S. MEDIA ASSETS PURSUANT TO THIS AGREEMENT, AT THE CLOSING, THE U.S.
ACQUISITION SUB SHALL ASSUME AND PAY, DISCHARGE, PERFORM OR OTHERWISE SATISFY
THE LIABILITIES AND OBLIGATIONS OF THE SELLERS RELATED TO THE U.S. MEDIA
BUSINESS