local or non-U.S.
taxes, charges, fees, duties, tariffs, levies or other assessments, including
income, gross receipts, net proceeds, ad valorem, turnover, Real Property,
personal property, sales, use, franchise, excise, value added, goods and
services, license, payroll, unemployment, environmental, customs duties, capital
stock, disability, stamp, user, transfer, fuel, excess profits, occupational and
interest equalization, windfall profits, alternative or add-on minimum,
estimated, registration, withholding, social security (or similar), or other tax
of any kind whatsoever, whether computed on a separate or consolidated, unitary
or combined basis or in any other manner, including any interest, penalty, or
addition thereto, whether disputed or not.
"Tax Return" means any return, report, declaration, election, estimate,
information statement, claim for refund and return, or other document (including
any related or supporting information and any amendment to any of the foregoing)
filed or required to be filed with any taxing authority with respect to Taxes.
"Third-Party Claim" means any Action by any Person other than the parties hereto
and their respective Affiliates.
"Trademarks" means trademarks, service marks, trade dress, logos, trade names,
corporate names, domain names and other source identifiers, all goodwill
associated with any of the foregoing and registrations and applications for
registration thereof, including all extensions, modifications and renewals of
same.
"United States" means the United States of America and its territories and
possessions (other than Puerto Rico).
1.2
Glossary of Defined Terms.
The
following terms have the meanings set forth in the Sections set forth below:
Definition
Section
"Abbott"
Preamble
"Abbott Consent Decree Defendants"
7.3(b)
"Abbott Diagnostics Division Performance Financial Statements"
5.1(a)
9
"Abbott ESPPs"
8.9(b)
"Abbott FSA Plan"
8.2(g)
"Abbott Indemnified Parties"
12.3(a)
"Abbott Mixed-Use Intellectual Property"
7.6(b)
"Abbott NQ Plans"
8.10
"Abbott Option"
8.9(a)
"Abbott Pension Plans"
8.4(a)
"Abbott Point of Care Performance Financial Statements"
5.1(a)
"Abbott Restricted Stock"
8.9(a)
"Abbott Retiree Welfare Plans"
8.7(a)
"Abbott RSU"
8.9(a)
"Abbott Stock Plans"
8.9(a)
"ADR"
3.2(c)
"Allocation Firm"
3.4(a)
"Assumed Liabilities"
2.3
"Bonus Amount"
8.10
"Business"
Recitals
"Business Contract"
2.1(h)
"Business Employees"
8.1(a)(v)
"Closing"
4.1(a)
"Closing Date"
4.1(a)
"Closing Date Balance Sheet"
3.2(a)
"Closing Date Balance Sheet Adjustment Amount"
3.3
"Closing Date Balance Sheet Audit Report"
3.2(a)(ii)
"Closing Date Payment"
3.1(a)
"Company Disclosure Schedule"
5
"Company Rights"
5.10(a)
"Confidentiality Agreement"
7.2(b)
"Conveyance Taxes"
9.7(a)
"CTI Employee"
8.10
"DC Employees"
8.6(a)
"DC Transfer Amount"
8.6(b)
"Deferred Closing Jurisdiction"
4.1(a)
"Deferred Local Closing"
4.1(a)
"Delayed PR Closing"
7.15(c)
"Delayed PR Closing Date"
7.15(c)
"EC Merger Regulation"
5.7
"Employee Plans"
5.15(a)
"Environmental Conditions"
7.14(a)(i)
"Environmental Review Commencement Date"
7.14(a)(i)
"Environmental Summaries"
7.14(a)(i)
"Estimated Country Allocation"
3.4(a)
"Estimated In-Country Allocation"
3.4(a)
"Excluded Assets"
2.2
"Excluded Businesses"
2.2(a)
"Excluded Liabilities"
2.4
10
"Excluded Taxes"
9.1(a)
"Final Country Allocation"
3.4(b)
"Final In-Country Allocation"
3.4(b)
"FIRPTA"
5.17(i)
"Fraud and Abuse Statutes"
5.11
"GE"
Preamble
"GE Claim"
12.2(a)
"GE Consent Decree Defendants"
7.3(b)
"GE FSA Plan"
8.2(g)
"GE Indemnified Parties"
12.2(a)
"GE Mixed-Use Intellectual Property"
7.6(c)
"Losses"
12.2(a)
"Mixed Account"
7.9(b)
"Mixed Action"
7.10(a)
"Mixed Contract"
7.9(a)
"Non-U.S. Abbott DC Plans"
8.6(a)
"Non-U.S. Business Employee"
8.1(a)(iii)
"Non-U.S. GE DC Plans"
8.6(a)