as the
Tactical Vehicle Systems Segment.
12
1.2
USAGE
(A)
INTERPRETATION. IN THIS AGREEMENT, UNLESS A
CLEAR CONTRARY INTENTION APPEARS:
(I)
THE SINGULAR NUMBER INCLUDES THE PLURAL
NUMBER AND VICE VERSA;
(II)
REFERENCE TO ANY PERSON INCLUDES SUCH
PERSON'S SUCCESSORS AND ASSIGNS BUT, IF APPLICABLE, ONLY IF SUCH SUCCESSORS AND
ASSIGNS ARE NOT PROHIBITED BY THIS AGREEMENT, AND REFERENCE TO A PERSON IN A
PARTICULAR CAPACITY EXCLUDES SUCH PERSON IN ANY OTHER CAPACITY OR INDIVIDUALLY;
(III)
REFERENCE TO ANY GENDER INCLUDES EACH OTHER
GENDER;
(IV)
REFERENCE TO ANY AGREEMENT, DOCUMENT OR
INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR INSTRUMENT AS AMENDED OR MODIFIED
AND IN EFFECT FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF;
(V)
REFERENCE TO ANY LEGAL REQUIREMENT MEANS,
UNLESS EXPRESSLY INDICATED OTHERWISE, SUCH LEGAL REQUIREMENT AS AMENDED,
MODIFIED, CODIFIED, REPLACED OR REENACTED, IN WHOLE OR IN PART, AND IN EFFECT
FROM TIME TO TIME, INCLUDING RULES AND REGULATIONS PROMULGATED THEREUNDER, AND
REFERENCE TO ANY SECTION OR OTHER PROVISION OF ANY LEGAL REQUIREMENT MEANS,
UNLESS EXPRESSLY INDICATED OTHERWISE, THAT PROVISION OF SUCH LEGAL REQUIREMENT
FROM TIME TO TIME IN EFFECT AND CONSTITUTING THE SUBSTANTIVE AMENDMENT,
MODIFICATION, CODIFICATION, REPLACEMENT OR REENACTMENT OF SUCH SECTION OR OTHER
PROVISION;
(VI)
"HEREUNDER," "HEREOF," "HERETO," AND WORDS OF
SIMILAR IMPORT SHALL BE DEEMED REFERENCES TO THIS AGREEMENT AS A WHOLE AND NOT
TO ANY PARTICULAR ARTICLE, SECTION OR OTHER PROVISION HEREOF;
(VII)
"INCLUDING" (AND WITH CORRELATIVE MEANING
"INCLUDE") MEANS INCLUDING WITHOUT LIMITING THE GENERALITY OF ANY DESCRIPTION
PRECEDING SUCH TERM;
(VIII)
"OR" IS USED IN THE INCLUSIVE SENSE OF "AND/OR";
(IX)
WITH RESPECT TO THE DETERMINATION OF ANY
PERIOD OF TIME, "FROM" MEANS "FROM AND INCLUDING" AND "TO" MEANS "TO BUT
EXCLUDING"; AND
(X)
REFERENCES TO DOCUMENTS, INSTRUMENTS OR
AGREEMENTS SHALL BE DEEMED TO REFER AS WELL TO ALL ADDENDA, EXHIBITS, SCHEDULES
OR AMENDMENTS THERETO.
(B)
ACCOUNTING TERMS AND DETERMINATIONS. UNLESS
OTHERWISE SPECIFIED HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE
INTERPRETED AND ALL ACCOUNTING DETERMINATIONS HEREUNDER SHALL BE MADE IN
ACCORDANCE WITH GAAP.
(C)
LEGAL REPRESENTATION OF THE PARTIES. THIS
AGREEMENT WAS NEGOTIATED BY THE PARTIES WITH THE BENEFIT OF LEGAL
REPRESENTATION, AND ANY RULE OF CONSTRUCTION OR INTERPRETATION
13
OTHERWISE REQUIRING THIS AGREEMENT TO BE CONSTRUED OR INTERPRETED AGAINST ANY
PARTY SHALL NOT APPLY TO ANY CONSTRUCTION OR INTERPRETATION HEREOF.
2.
SALE AND TRANSFER OF ASSETS; CLOSING
2.1
ASSETS TO BE SOLD
Upon the terms and subject to the conditions set forth in this Agreement, at the
Closing and effective as of the Effective Time, each Seller shall sell, convey,
assign, transfer, and deliver to Buyer, and Buyer shall purchase and acquire
from such Seller, free and clear of any Encumbrances other than Permitted
Encumbrances, all of such Seller's right, title, and interest in and to all of
the following:
(A)
ALL REAL PROPERTY LEASES AND OWNED PROPERTY
DESCRIBED IN SECTION 3.6 OF THE SELLER DISCLOSURE LETTER;
(B)
ALL TANGIBLE PERSONAL PROPERTY, INCLUDING
THOSE ITEMS DESCRIBED IN SECTION 3.5(A) OF THE SELLER DISCLOSURE LETTER;
(C)
ALL INVENTORIES;
(D)