COMMISSION, COUNCIL,
BOARD, INSTRUMENTALITY, OFFICER, OFFICIAL, REPRESENTATIVE, ORGANIZATION, UNIT,
BODY OR ENTITY AND ANY COURT OR OTHER TRIBUNAL); (D) MULTINATIONAL ORGANIZATION
OR BODY; OR (E) INDIVIDUAL, ENTITY OR BODY EXERCISING, OR ENTITLED TO EXERCISE,
ANY EXECUTIVE, LEGISLATIVE, JUDICIAL, ADMINISTRATIVE, REGULATORY, POLICE,
MILITARY OR TAXING AUTHORITY OR POWER OF ANY NATURE.
(U)
"ICC" SHALL HAVE THE MEANING SET FORTH IN
SECTION 10.6(B).
(V)
"KNOWLEDGE" WITH RESPECT TO ANY PERSON SHALL
MEAN THE KNOWLEDGE OF THE OFFICERS (INCLUDING, WITHOUT LIMITATION, THE GENERAL
COUNSEL) AND DIRECTORS OF SUCH PERSON AFTER DUE INQUIRY.
(W)
"LAW" SHALL MEAN ANY FEDERAL, STATE, LOCAL,
FOREIGN OR OTHER LAW, DECREE, STATUTE, ORDINANCE, REGULATION, RULE, POLICY,
GUIDELINE, ORDINANCE, BYLAW (ZONING OR OTHERWISE), ORDER, JUDGMENT, CONSENT
DECREE, PERMIT, SETTLEMENT AGREEMENT, JUDICIAL OR ADMINISTRATIVE DECISION,
INJUNCTION OR REQUIREMENT OF ANY KIND APPLICABLE TO OR BINDING ON PURCHASER,
SELLER, THE COMPANY OR THE SHARES.
(X)
"LICENSE AGREEMENT" SHALL MEAN THAT
CERTAIN LICENSE AGREEMENT TO BE ENTERED INTO BY AND BETWEEN THE COMPANY AND
SELLER AS OF THE CLOSING DATE.
(Y)
"LOSSES" SHALL MEAN ALL LIABILITIES
(INCLUDING, WITHOUT LIMITATION, ALL TAXES), EQUITABLE REMEDIES, LOSSES, COSTS
(INCLUDING COSTS OF SETTLEMENT), FINES, DAMAGES OF ANY NATURE, JUDGMENTS,
PENALTIES, DIMINUTION OF VALUE, OR EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES AND COSTS OF LITIGATION).
(Z)
"MASTER LICENSE AGREEMENT" SHALL MEAN THAT
CERTAIN MASTER LICENSE AGREEMENT BY AND BETWEEN THE COMPANY AND SELLER DATED AS
OF JANUARY 16, 1996, AS AMENDED FROM TIME TO TIME.
(AA)
"MATERIAL ADVERSE EFFECT" SHALL MEAN WITH
RESPECT TO ANY PERSON, ANY CHANGE, EFFECT, EVENT, OCCURRENCE, STATE OF FACTS OR
DEVELOPMENT WHICH, INDIVIDUALLY OR IN THE AGGREGATE (I) IS OR IS REASONABLY
LIKELY TO BE MATERIALLY ADVERSE TO THE BUSINESS, FINANCIAL CONDITION,
PROPERTIES, ASSETS, LIABILITIES (CONTINGENT OR OTHERWISE) OR RESULTS OF
OPERATIONS OF SUCH PERSON, TAKEN AS A WHOLE, OR (II) WOULD REASONABLY BE
EXPECTED TO PREVENT OR MATERIALLY IMPEDE THE CONSUMMATION OF SUCH PERSON OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
18
(BB)
"MOU" SHALL MEAN THAT CERTAIN MEMORANDUM OF
UNDERSTANDING BY AND BETWEEN THE COMPANY AND SELLER DATED AS OF JUNE 1, 2001.
(CC)
"NEW LOAN DOCUMENT" SHALL HAVE THE MEANING SET
FORTH IN SECTION 5.12.
(DD)
"PERSON" SHALL MEAN ANY INDIVIDUAL, CORPORATION,
PARTNERSHIP, LIMITED LIABILITY COMPANY, ASSOCIATION, TRUST, GOVERNMENTAL
AUTHORITY OR OTHER ENTITY OR ORGANIZATION.
(EE)
"PROCEEDING" MEANS ANY ACTION, LITIGATION, SUIT,
DISPUTE, PROCEEDING, CLAIM, ARBITRATION OR INVESTIGATION OF ANY NATURE, CIVIL,
CRIMINAL, REGULATORY OR OTHERWISE BEFORE OR BY ANY GOVERNMENTAL AUTHORITY OR
OTHERWISE.
(FF)
"PURCHASE PRICE" SHALL HAVE THE MEANING SET
FORTH IN SECTION 1.2.
(GG)
"PURCHASER" SHALL HAVE THE MEANING SET FORTH IN
THE PREAMBLE.
(HH)
"PURCHASER INDEMNIFIED PARTIES" SHALL HAVE THE
MEANING SET FORTH IN SECTION 8.2.
(II)
"ROYALTY AND COMMISSION PAYMENTS" SHALL
MEAN THE AMOUNTS FOR WHICH SELLER IS ENTITLED TO PAYMENT FOR THE PERIOD FROM
OCTOBER 1, 2008 UP TO AND INCLUDING THE CLOSING DATE IN RESPECT OF (I) ACCRUED
AND UNPAID ROYALTIES UNDER THE MASTER LICENSE AGREEMENT AND MOU AND (II) ACCRUED
AND UNPAID COMMISSIONS UNDER EACH OF THE EXPORT SALES AGREEMENT AND THE