& Young dated October 6, 2015; and
"Winkelmann Litigation" shall mean the litigation pending in front of the
Italian Supreme Court in connection with the challenge by the sellers of the
purchase price adjustment related to the acquisition by the Company of
Winkelmann Mineraria S.r.l. on January 2009.
1.2
Additional Definitions.
Each of the following additional terms has
the meaning assigned thereto in the Section indicated below opposite such term:
Term
Section
"Acquiring Person"
10.3(b)
"Acquisition"
10.3(b)
"Agreement"
Preamble
"Anticipated Voluntary Transferred Employees"
1.1 (definition of Anticipated Transferred Employees)
"Arkema"
Preamble
"Arkema Shanghai"
Preamble
"Business"
Recitals
"Business Base Purchase Price"
2.4(b)(i)
"Business Employee Loans"
6.8(d)
"Business Leased Real Property"
4.10(b)
"Business Net Post-Closing Adjustment Amount"
2.4(b)
"Business Post-Closing Adjustment Amount"
2.4(b)
"Business Purchase Price"
2.4(b)
"CECA"
Preamble
"CECA Transferred Employees"
1.1 (definition of Transferred Employees)
"Claim Notice"
7.3(a)
"Closing Business Purchase Price"
2.6(a)
"Closing Company Purchase Price"
2.6(a)
"Closing Date"
2.7(a)
14
"Closing Purchase Price
2.6(a)
"Closing Statement"
2.6
"Combined Proforma Accounts"
4.7(a)
"Company"
Recitals
"Company Base Purchase Price"
2.4(a)(i)
"Company Leased Real Property"
4.10(b)
"Company Net Post-Closing Adjustment Amount"
2.4(a)(i)
"Company Owned Real Property"
4.10(a)
"Company Post-Closing Adjustment Amount"
2.4(a)
"Company Purchase Price"
2.4(a)
"Competing Business"
10.3(a)
"Confidential Information"
10.8(b)
"Cumulative Threshold Amount"
7.5(a)(ii)
"Delivery Date"
2.8(c)(i)
"Direct Claim"
7.3(a)
"Direct Claim Review Period"
7.3(c)
"Dispute"
12.11(b)(i)
"Disputed Items Notice"
2.8(c)(ii)
"Excluded Assets"
2.2
"Excluded Liabilities"
2.3(b)
"Excluded Matter"
1.1 (definition of Material Adverse Change)
"Financial Statements"
4.7(a)
"Fortage Agreement"
6.13(c)(i)
"ICC Court"
12.11(b)(i)
"Indemnified Party"
7.3
"Indemnifying Party"
7.3
"Independent Expert"
2.8(d)(i)
15
"Individual Claim Threshold Amount"
7.5(a)(i)
"Know-How"
1.1 (definition of Intellectual Property Right)
"Laffont Business Owned Real Property"
6.13(c)(i)
"Leased Real Property"
4.10(b)
"Material Consents"
6.9(b)(i)
"Material Contracts"
4.16(a)
"Milan Closing"
2.7(a)
"Non-Assignable Items"
6.9(a)
"Paris Closing"
2.7(a)
"Party"
Preamble
"Performance Shares"
10.1(c)
"Performance Shares Plans"
10.1(c)
"Plan"
7.9(b)(i)
"Post-Closing Statement"
2.8(b)(ii)
"Projections"
5.4(c)
"Purchase Price"
2.4
"Purchaser"
Preamble
"Purchaser Environmental Expert"
1.1 (definition of Emergency Measures)
"Purchaser's Guarantee"
6.14(a)
"Purchaser's Guarantor"
Preamble
"Report"
2.8(e)(iii)
"Resolved Items"
2.8(c)(iii)
"Retained Names"
2.2(vii)
"Review Period"
2.8(c)(i)
"Rules"
12.11(b)(i)
"Seller(s)"
Preamble
"Sellers' Agent"
12.5
16
"Sellers Environmental Expert"
1.1 ((definition of Emergency Measures)
"Seller's Group Confidential Information"
10.8(c)
"Sellers Guarantees"
6.7(a)
"Sellers' Guarantor"
Preamble
"Sellers' Parent Guarantee"
6.15(a)
"Sellers' Representatives"
5.4(b)
"Settlement Offer"
7.3(d)(iv)
"Shared Contract Business Portion"
6.9(b)(i)
"Tax Refund"
11.3
"Terminated Intragroup Agreements"
6.4(a)
"Third Party"
7.3(a)
"Third Party Claim"
7.3(a)
"Third Party Claim Review Period"
7.3(d)(i)
"Third Party Consent"
6.9(a)
"Transferred Assets"
2.1(a)
"Transferred Liabilities"
2.3(a)
"Transferred Shares"
Recitals
"Undertaking Agreement"
6.13(c)(i)
"Unresolved Items"
2.8(c)(iii)
1.3
Principles of Interpretation.
In this Agreement:
(a)
All references herein to Articles, Sections and Annexes shall be
deemed references to articles and sections of, and annexes to this Agreement
unless the context shall otherwise require.
The descriptive headings to
Articles, Sections and Annexes are inserted for convenience only, and shall have
no legal effect.
(b)
The Annexes and Schedules to this Agreement shall be deemed to be a
part of this Agreement, and references to "this Agreement"