"BSC Other Businesses"
2.02(b)(iv)
"Business Associate Agreement"
3.18(e)
"Closing"
2.05
"Closing Date"
2.05
"COBRA"
6.05
"Confidentiality Agreement"
5.03(a)
"Covers"
5.26(a)
"Defense Strategy"
8.05(c)
"Deferred Assets"
2.08(a)
"Deferred Closing"
2.08(b)
"Deferred Closing Countries"
2.08(a)
"Deferred Closing Country Amount"
2.07(b)
"Deferred Closing Date"
2.08(b)
"Deferred Liabilities"
2.08(a)
"Disallowed Requested Set-Off Payment"
8.08(f)
"Excess Cost"
Schedule 5.05
"End Date"
9.01(a)
"Escrow Account"
8.08(h)
"Excluded Assets"
2.01(b)
"Excluded Liabilities"
2.02(b)
"Existing Stock"
5.06(b)
"FDA"
3.17(a)
"Federal Health Care Program Laws"
3.18(c)
"Foreign Benefit Plan"
3.14(k)
"Incentive Compensation Continuation Period"
6.02(b)(i)
"Incentive Plans"
6.02(b)(i)
"Initial Purchase Price"
2.03(a)
"Loss"
8.02
"Material Contracts"
3.16(a)
"Milestone Payment"
2.04
"Milestone Payment Date"
8.08(c)
"Mixed Action"
8.05(c)
"Mixed Contract"
5.23
"Plans"
3.14(a)
"Permits"
3.08
"PIP"
6.02(b)(ii)
"Purchase Price"
2.03(a)
"Purchased Assets"
2.01(a)
"Purchaser"
Preamble
"Purchaser Affiliate"
10.06
19
Definition
Location
"Purchaser Indemnified Party"
8.02
"Purchaser's 401(k) Plan"
6.06(b)
"Purchaser's Employment Contingencies"
6.01(a)
"Recipient"
5.16
"Request Notice"
8.08(c)
"Requested Set-Off Payment"
8.08(c)
"Retained Names and Marks"
5.06(a)
"Seller Indemnified Party"
8.03
"Set-Off Claim"
8.08(b)
"Set-Off Dispute Notice"
8.08(d)
"Severance Plan Continuation Period"
6.02(c)
"Specified Representations and Warranties"
8.01
"Supplier"
5.16
"Tangible Personal Property"
2.01(a)(iv)
"Third Party Claim"
8.05(b)
"Third Party Firm"
2.03(b)
"Transferred Contracts"
2.01(a)(x)
"Transferred Employee"
6.01(a)
"Transferred Intellectual Property"
2.01(a)(vii)
"Transferred IP Agreements"
2.01(a)(viii)
"Transferred Permits"
2.01(a)(xii)
"Transferred Records"
2.01(a)(vi)
"Transferred Sales Materials"
2.01(a)(ix)
"Unaudited Special Purpose Financial Statements"
3.04(a)
"WARN"
6.04
Section 1.03
Interpretation and Rules of Construction. In this Agreement,
except to the extent otherwise provided or that the context otherwise requires:
(a)
when a reference is made in this Agreement to an Article, Section,
Exhibit or Schedule, such reference is to an Article or Section of, or an
Exhibit or Schedule to, this Agreement unless otherwise indicated;
(b)
the table of contents and headings for this Agreement are for reference
purposes only and do not affect in any way the meaning or interpretation of this
Agreement;
(c)
whenever the words "include," "includes" or "including" are used in this
Agreement, they are deemed to be followed by the words "without limitation";
(d)
the words "hereof," "herein" and "hereunder" and words of similar import,
when used in this Agreement, refer to this Agreement as a whole and not to any
particular provision of this Agreement;
20
(e)
all terms defined in this Agreement have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto, unless
otherwise defined therein;
(f)
the definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms;
(g)
references to a Person are also to its successors and permitted assigns;
(h)
the use of "or" is not intended to be exclusive unless expressly
indicated otherwise; and
(i)
references to any Action that has been initiated but with respect to
which process or other comparable notice has not been served on or delivered to
BSC or the Sellers shall be deemed to be "threatened" rather than "pending."
ARTICLE II
SALE AND PURCHASE
Section 2.01
Sale and Purchase of