of any nature whatever, whether disputed or not,
together with any interest, penalties, additions to tax, or additional amounts
with respect thereto.
"Tax Returns" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
"Taxing Authority" means any Governmental Entity having jurisdiction with
respect to any Tax.
"Vacation Accrual" means the total value for all employees of their outstanding
vacation hours valued by employee at their current rate of pay.
"WARN Act" means the Worker Adjustment and Retraining Notification Act of 1988.
1.2
Other Defined Terms.
The following terms
have the meanings assigned to such terms in the Sections of the Agreement set
forth below:
Accounting Principles
2.6(a)(i)
Action
4.18(a)
Adjustment Summary Statement
2.6(a)(ii)
Agreement
Preamble
Allocation Statement
2.7
Annual Financial Statements
4.4(a)(i)
Assigned Contracts
2.1(d)
Assignment and Assumption of Lease
3.2(f)
Assumed Liabilities
2.3
Balance Sheet
4.4(b)
Balance Sheet Date
4.4(b)
Base Amount
2.6(a)(iii)
Business
Recitals
Business Authorizations
4.10(a)
Buyer
Preamble
CERCLA
4.21(a)(iv)
Closing
3.1
Closing Current Assets
2.6(a)(iv)
Closing Date
3.1
COBRA
6.4(i)
Consents
4.3(a)
Copyrights
4.14(a)
Deficit Amount
2.6(e)(i)
Environment
4.21(a)(i)
Environmental Action
4.21 (a)(ii)
Environmental Clean-up Site
4.21 (a)(iii)
Environmental Laws
4.21 (a)(iv)
Environmental Permit
4.21(a)(v)
Excess Amount
2.6(e)(ii)
Excluded Assets
2.2
Excluded Contracts
2.2(b)
Excluded Liabilities
2.4
Financial Statements
4.4(a)
Final Current Assets
2.6(a)(v)
Hazardous Substances
4.21(a)(vi)
In-Bound Licenses
4.14(c)
Independent Expert
2.6(d)
Intellectual Property
4.14(a)
Intellectual Property Rights
4.14(a)
Interim Balance Sheet
4.4(b)
Interim Balance Sheet Date
4.4(b)
Interim Financial Statements
4.4(a)(ii)
Lease
4.13(c)
Leased Real Property
4.13(a)
Liabilities
4.5
Marks
4.14(a)
Material Contract
4.16(b)
Maximum Base Amount
2.6(a)(vi)
Minimum Base Amount
2.6(a)(vii)
Minor Contracts
4.16(e)
Names
6.3(a)
Nondisclosure Agreements
4.14(i)
Notice of Objection
2.6(c)
Out-Bound Licenses
4.14(d)
Owned Real Property
4.13(a)
Patents
4.14(a)
PCBs
4.21(i)
Pension Plan
4.19(b)
Personal Property
4.11(a)
Policies
4.22(a)
Post-Closing Tax Period
6.5(b)
Pre-Closing Tax Period
6.5(b)
Products
4.23(a)
Proprietary Information
4.14(a)
Purchase Price
2.5
Purchased Assets
2.1
RCRA
4.21(a)(iv)
Real Property
4.13(a)
Release
4.21(a)(vii)
Restricted Contract
2.8(a)
Review Period
2.6(c)
Section 1060 Forms
2.7
Seller
Preamble
Seller Disclosure Schedule
Preamble Article IV
Seller Employees
6.4(f)
Seller Benefit Plans
4.19(a)
Seller Intellectual Property
4.14(e)
Seller Owned Intellectual Property
4.14(b)
Seller Registered Items
4.14(f)
Software
4.14(a)
Transferred Employees
6.4(b)
Work Product Agreements
4.14(j)
ARTICLE II
PURCHASE AND SALE
2.1
Purchase and Sale of the Purchased Assets.
Upon the terms and subject to the conditions of this Agreement, at the Closing,
Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall
purchase, acquire and accept from Seller, free and clear of Liens except for
Permitted Liens, the entire right, title and interest of Seller in, to and under
all of the assets, properties and rights of every kind and description, real,
personal and mixed, tangible and intangible, wherever situated, that are Related
to the Business other than the Excluded Assets (the "Purchased Assets"). The
Purchased Assets include the following assets, properties and rights:
(a)
all Inventory;
(b)