practices of the United States
as in effect on the date hereof, as at the end of the relevant accounting period
and broken down by Country.
Section 1.2
Table of Definitions
The following terms have the meanings set forth in the Sections referenced
below:
Definition Location
Adjusted Variable Future Purchase Price
5.12(h)
Agreement
Preamble
Arbitrator
10.9(a)
Balance Sheets
3.8(b)
Brand Transferee
5.12(b)(ii)b.
Business
5.4(a)(i)
Buyer
Preamble
Buyer's Policy
7.2(e)
Cap Amounts
7.2(a)
Claim Notice
7.4(a)
Closing
2.2(a)
Closing Date
2.2(a)
Company
Preamble
5
Definition Location
Company Group Employees
5.4(a)(ii)
Company IP
3.16(e)
Company Registered IP
3.16(e)
Confidentiality Agreement
5.7
Copyrights
1.1
Country
5.12(b)(ii)b.
Covered Parties
7.1
Customer
5.4(a)(iii)
Deductible
7.2(a)
Delivered Variable Purchase Price
5.12(f)
Designated Lender
2.1(b)
Dispute Notice
7.4(b)
Disputed Matters
5.12(f)
Disputing Parties
10.9(a)
Disputing Party
10.9(a)
EBITDA
5.12(c)
Environmental Laws
3.18(e)(i)
Environmental Permits
3.18(e)(ii)
Equity Interests
Recitals
Escrow
6.3(k)
Final Variable Purchase Price
5.12(f)
Final Variable Purchase Price Payment Date
5.12(f)
Financial Statements
3.8(a)
Fixed Future Purchase Price
5.12(b)(i)
Funding Date
2.1(b)
Future Closing Date
5.12(b)
Future Dispute Notice
5.12(f)
Future Purchase
5.12(b)
Future Purchase Price
5.12(b)
Hazardous Substances
3.18(e)(iii)
ICC
10.9(a)
Independent Accounting Firm
5.12(f)
Loan Agreement
2.1(b)
Loan Amount
2.1(b)
Losses
7.1
Marks
1.1
Material Contracts
3.19(a)
Minority Shareholders
3.7(a)
Notice
5.12(f)
Offset Amount
7.2(f)
Options
3.7(a)
Other Shares
Recitals
Palladium
Preamble
Palladium Intellectual Property
5.13
6
Definition Location
Patents
1.1
Permits
3.11(b)
Permitted Encumbrances
3.14(a)
Plans
3.13(a)
Purchase Price
2.1(a)
Release
3.18(e)(iv)
Released Claims
5.6
Released Parties
5.6
Releasing Parties
5.6
Representatives
5.2
Restructure Subs
3.7(a)
Restructuring
3.7(a)
Second Notice
5.12(h)
Seller
Preamble
Shares
Recitals
Third Party Transferee
5.13(c)
Trade Secrets
1.1
Variable Future Purchase Price
5.12(b)(ii)
ARTICLE II
PURCHASE AND SALE
Section 2.1
Purchase and Sale of the Shares; Funding
(a)
Upon the terms and subject to the conditions of this Agreement, at
the Closing, the Seller shall sell, assign, transfer, convey and deliver the
Shares to the Buyer, free and clear of all Encumbrances, and the Buyer, in
reliance on the representations, warranties and covenants of the Seller
contained herein shall purchase the Shares from the Seller, and in consideration
for the Shares the Buyer will pay to Seller in cash €1,700,000 (the "Purchase
Price").
(b)
Upon the terms and subject to the conditions of this Agreement,
prior to the Closing and on or before June 13, 2008 (the "Funding Date"), the
Buyer (or an Affiliate of Buyer designated by the Buyer at least five (5)
Business Days prior to the Funding Date (the "Designated Lender")) shall make a
loan to the Company in the amount of
€3,650,000 (the "Loan Amount") subject to
the terms and conditions set forth in a loan agreement in the form attached
hereto as Exhibit A (the "Loan Agreement").
Notwithstanding the foregoing, the
Loan Agreement shall be executed and registered with French Tax authorities at
least one (1) Business Day prior to the Funding Date by the Buyer at its cost.
7
Section 2.2
Closing; Funding Date.
(a)
On the Funding Date, the