any interest in respect of such penalties and additions.
"Tax Asset" means any net operating loss, net capital loss, Tax basis in
any asset, investment Tax credit or any other credit or Tax attribute that could
reduce Taxes (including deductions and credits related to alternative minimum
Taxes).
"Tax Returns" means all returns and reports (including elections,
declarations, disclosures, schedules, estimates and information returns)
supplied or required to be supplied to a Tax authority relating to Taxes.
"Trade Secrets" has the meaning set forth in the definition of
"Intellectual Property."
"Trademarks" has the meaning set forth in the definition of "Intellectual
Property."
"WARN Act" means the Worker Adjustment and Retraining Notification Act, 29
U.S.C. § 2101, et seq., and any similar state or local Law.
Section 1.2 Other Defined Terms. The following terms shall have the
meanings ascribed to them in the corresponding Sections set forth below:
Defined Terms
Section
"Accrued Vacation"
5.5(d)(v)
"Acquisition Transaction"
5.11
"Adjusted Closing Statement"
2.5(c)
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Defined Terms
Section
"Affiliate Transaction"
3.18
"Agreement"
Preamble
"Bank Deposit Agreement"
2.3(b)(ii)
"Bankruptcy and Equity Exceptions"
3.2
"Benefit Plans"
3.12(a)(i)
"Benefits Transfer Date"
5.5(b)
"Broker-Dealer Subsidiary"
3.11(b)(i)
"Client Broker-Dealer Notices"
5.2(d)
"Client Investment Advisory Contract Notices"
5.2(d)
"Closing"
2.3(a)
"Closing Date"
2.3(a)
"Company"
Recitals
"Company Balance Sheet Date"
3.7(a)
"Company Benefit Plan"
3.12(a)(ii)
"Company Financial Statements"
3.7(a)
"Company Leased Real Property"
3.14(b)
"Company Leases"
3.14(b)
"Company Material Contracts"
3.16(a)
"Company Most Recent Balance Sheet"
3.7(a)
"Company Owned Real Property"
3.14(a)
"Company Real Property"
3.14(b)
"Company Regulatory Filings"
3.11(b)(ii)
"Company Required Regulatory Approvals"
3.4(a)(ii)
"Company Required Third Party Consents"
3.4(b)
"Contest"
6.2(b)
"Continuation Period"
5.5(b)
"Continued Seller Plans"
5.5(b)
"Disclosure Schedules"
10.9
"Government Antitrust Authority"
5.2(c)(i)
"Materials"
5.8(c)
"Multiple Employer Plan"
3.12(a)(iii)
"Neutral Auditor"
2.5(c)
"Nonqualified Deferred Compensation Plan"
3.12(c)
"Parent"
Preamble
"Producer"
3.11(b)(i)
"Prohibitive Order"
7.1(c)
"Purchase"
2.1
"Purchase Price"
2.2
"Purchaser"
Preamble
"Purchaser 401(k) Plan"
5.5(d)(iv)
"Purchaser Benefit Plan"
5.5(d)(ii)
"Purchaser Indemnified Party"
9.2
"Purchaser Required Regulatory Approvals"
4.4(a)(iii)
"Purchaser Retention Program"
5.5(g)(i)
"Purchaser Severance Plan"
5.5(d)(i)
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Defined Terms
Section
"Rabbi Trust"
5.5(m)
"Representatives"
5.3(a)(i)
"Resolution Period"
2.5(c)
"RIA"
3.11(b)(ii)
"Seller"
Preamble
"Seller Benefit Plan"
3.12(a)(ii)
"Seller Contest"
6.2(b)
"Seller Indemnified Party"
9.3
"Seller Names"
5.8(a)
"Seller Pre-Closing Contest"
6.2(b)
"Seller Retention Amount"
5.5(g)(ii)
"Seller Retention Program"
5.5(g)(ii)
"Seller Retirement Plan"
5.5(d)(iv)
"Seller Severance Plan"
5.5(d)(i)
"Seller Straddle Period Contest"
6.2(b)
"Shared Field Locations Agreement"
2.3(b)(ii)
"Shared Office"
5.1(b)(i)
"Shares"
Recitals
"Tax Collaboration Agreement"
2.3(b)(ii)
"Termination Date"
8.1(b)
"Third Party Agreement List"
5.13(b)
"Third Party Claim"
9.5(b)
"Transfer Taxes"
6.5
"Transition Services Agreement"
2.3(b)(ii)
"Trustee"
5.5(m)
Section 1.3 Interpretation and Rules of Construction. (a) The words
"herein," "hereof," "hereto" and "hereunder" and words of similar import shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement.
(b) Whenever the words "include," "includes" or "including" appear, they
shall be read to be followed immediately by the words "without limitation" or
words having similar import.
(c) Both the word "Dollars" and the symbol "$" mean United States