COURT OF COMPETENT JURISDICTION.
SECTION 10.9
ACTIONS OF THE COMPANY. WHENEVER THIS AGREEMENT
REQUIRES THE COMPANY TO TAKE ANY ACTION, SUCH REQUIREMENT SHALL BE DEEMED TO
INVOLVE, WITH RESPECT TO ACTIONS TO BE TAKEN AT OR PRIOR TO THE CLOSING, AN
UNDERTAKING ON THE PART OF SELLER TO CAUSE THE COMPANY TO TAKE SUCH ACTION AND,
WITH RESPECT TO ACTIONS TO BE TAKEN AFTER THE CLOSING, AN UNDERTAKING ON THE
PART OF BUYER TO CAUSE THE COMPANY TO TAKE SUCH ACTION.
SECTION 10.10
DESCRIPTIVE HEADINGS; CONSTRUCTION. THE DESCRIPTIVE
HEADINGS HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT
INTENDED TO BE PART OF, OR TO AFFECT THE MEANING, CONSTRUCTION OR INTERPRETATION
OF, THIS AGREEMENT. UNLESS THE CONTEXT OF THIS AGREEMENT CLEARLY REQUIRES
OTHERWISE, (A) REFERENCES TO THE PLURAL INCLUDE THE SINGULAR, THE SINGULAR THE
PLURAL, THE PART THE WHOLE, (B) REFERENCES TO ANY GENDER INCLUDE ALL GENDERS,
(C) "OR" HAS THE INCLUSIVE
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meaning frequently identified with the phrase "and/or," (d) "including" has the
inclusive meaning frequently identified with the phrase "including, but not
limited to," and (e) references to "hereunder" or "herein" relate to this
Agreement.
SECTION 10.11
COUNTERPARTS. FOR THE CONVENIENCE OF THE PARTIES
HERETO, THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH SUCH
COUNTERPART BEING DEEMED TO BE AN ORIGINAL INSTRUMENT, AND ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE THE SAME AGREEMENT.
SECTION 10.12
KNOWLEDGE. WHEN REFERENCES ARE MADE IN THIS AGREEMENT
TO INFORMATION BEING "TO THE KNOWLEDGE OF SELLER" OR SIMILAR LANGUAGE, SUCH
KNOWLEDGE SHALL REFER TO THE KNOWLEDGE OF THE OFFICERS SET FORTH IN
SCHEDULE 10.12 OF THE DISCLOSURE SCHEDULE. SUCH INDIVIDUALS SHALL BE DEEMED TO
HAVE "KNOWLEDGE" OF A PARTICULAR FACT OR OTHER MATTER IF SUCH INDIVIDUAL IS
ACTUALLY AWARE OF SUCH FACT OR OTHER MATTER (AND SHALL NOT INCLUDE ANY DEEMED OR
CONSTRUCTIVE KNOWLEDGE OR AWARENESS).
SECTION 10.13
SCHEDULES. THE DISCLOSURE OF ANY MATTER IN ANY SCHEDULE
TO THE DISCLOSURE SCHEDULE SHALL BE DEEMED TO BE A DISCLOSURE FOR ALL OTHER
SCHEDULES OF THE DISCLOSURE SCHEDULE IN RESPECT OF WHICH IT IS EVIDENT SUCH
MATTER RELATES, BUT SHALL EXPRESSLY NOT BE DEEMED TO CONSTITUTE AN ADMISSION BY
SELLER OR BUYER OR TO OTHERWISE IMPLY THAT ANY SUCH MATTER IS MATERIAL FOR THE
PURPOSES OF THIS AGREEMENT.
SECTION 10.14
DEFINITIONS. FOR THE PURPOSES OF THIS AGREEMENT:
"AAA" has the meaning set forth in Section 10.6(a) herein.
"Accounting Expert" has the meaning set forth in Section 1.3(d) herein.
"Accounts Receivable" has the meaning set forth in Section 3.6(c) herein.
"Acquired Employee" means any active employee of the Company on the Closing
Date, plus any employee of the Company who is on leave of absence, paid or
unpaid, or who is otherwise absent from active employment for any other reason
and whose employer-employee relationship with the Company has not been
terminated by the Company prior to the Closing Date.
"Action" means a civil, criminal or administrative action, suit, demand, claim,
hearing, proceeding (including without limitation any dispute resolution
proceeding) or investigation.