TO EXERCISE, ANY ADMINISTRATIVE,
EXECUTIVE, JUDICIAL, LEGISLATIVE, POLICE, REGULATORY, OR TAXING AUTHORITY OR
POWER OF ANY NATURE.
(QQ)
INTENTIONALLY LEFT BLANK.
(RR)
"HAZARDOUS MATERIAL" IS ANY MATERIAL, CHEMICAL, EMISSION OR
SUBSTANCE THAT HAS BEEN DESIGNATED BY ANY GOVERNMENTAL BODY TO BE RADIOACTIVE,
TOXIC, HAZARDOUS, A POLLUTANT OR OTHERWISE A DANGER TO HEALTH, REPRODUCTION OR
THE ENVIRONMENT.
(SS)
"HAZARDOUS MATERIALS ACTIVITY" IS THE TRANSPORTATION, TRANSFER,
RECYCLING, STORAGE, USE, TREATMENT, MANUFACTURE, REMOVAL, REMEDIATION, RELEASE,
EXPOSURE OF OTHERS TO, SALE, OR DISTRIBUTION OF ANY HAZARDOUS MATERIAL OR ANY
PRODUCT OR WASTE CONTAINING A HAZARDOUS MATERIAL, OR PRODUCT MANUFACTURED WITH
OZONE DEPLETING SUBSTANCES, INCLUDING, WITHOUT LIMITATION, ANY REQUIRED
LABELING, PAYMENT OF WASTE FEES OR CHARGES (INCLUDING SO-CALLED E-WASTE FEES)
AND COMPLIANCE WITH ANY PRODUCT TAKE-BACK OR PRODUCT CONTENT REQUIREMENTS.
(TT)
"HUNTSVILLE LICENSE AGREEMENT" MEANS THE HUNTSVILLE LICENSE
AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT B.
(UU)
"IBM" MEANS INTERNATIONAL BUSINESS MACHINES CORPORATION.
(VV)
"IBM AGREEMENTS" MEANS SUPPLY AGREEMENT #4902RL1698, DATED
FEBRUARY 28, 2003, BETWEEN IBM AND SANMINA-SCI, AS AMENDED; DISTRIBUTION AND
TECHNICAL SERVICES AGREEMENT #4901RL1688, DATED JANUARY 31, 2002, BETWEEN IBM
AND SANMINA-SCI; STATEMENT OF WORK #4903RL0003, DATED JANUARY 6, 2003, TO
DISTRIBUTION AND TECHNICAL SERVICES AGREEMENT #4901RL1688 BETWEEN IBM AND
SANMINA-SCI; STATEMENT OF WORK #4904RL0321, DATED SEPTEMBER 1, 2004, TO
DISTRIBUTION AND TECHNICAL SERVICES AGREEMENT #4901RL1688 BETWEEN IBM AND
SANMINA-SCI; PARTICIPATION AGREEMENT #4903GK0002, DATED FEBRUARY 18, 2003,
BETWEEN IBM UK, LTD. AND SANMINA-SCI UK LIMITED; AND AMRS HUNGARY STATEMENT OF
WORK #4906UK0174, DATED JUNE 30, 2006, TO AMRS AGREEMENT #4903GK0002.
(WW)
"INDEBTEDNESS" OF ANY PERSON MEANS ALL MONETARY OBLIGATIONS OF SUCH
PERSON (I) FOR BORROWED MONEY, (II) EVIDENCED BY NOTES, BONDS, DEBENTURES OR
SIMILAR INSTRUMENTS, (III) FOR THE DEFERRED PURCHASE PRICE OF GOODS OR SERVICES
(OTHER THAN TRADE PAYABLES OR ACCRUALS INCURRED IN THE ORDINARY COURSE OF
BUSINESS), (IV) UNDER CAPITAL LEASES OR (V) IN THE NATURE OF GUARANTEES OF THE
OBLIGATIONS DESCRIBED IN CLAUSES (I) THROUGH (IV) ABOVE OF ANY OTHER PERSON.
(XX)
"INTELLECTUAL PROPERTY" MEANS SOFTWARE, PROTOCOLS, PROCESSES, TEST
METHODOLOGIES, SCHEMATICS, SPECIFICATIONS, DOCUMENTATION AND OTHER TANGIBLE
EMBODIMENTS OF INTELLECTUAL PROPERTY AND ANY MEDIA ON WHICH ANY OF THE FOREGOING
IS RECORDED.
(YY)
"INTELLECTUAL PROPERTY LICENSE AGREEMENT" MEANS THAT CERTAIN
INTELLECTUAL PROPERTY LICENSE AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT D TO BE ENTERED INTO BY BUYER AND THE SELLERS IN SUBSTANTIALLY
THE SAME FORM AT THE CLOSING WITH RESPECT TO THE LICENSE OF
8
certain Business Intellectual Property to Buyer for the conduct of Business
following the Closing Date.
(ZZ)
"INTELLECTUAL PROPERTY RIGHTS" MEANS ANY OR ALL OF THE FOLLOWING
AND ALL WORLDWIDE COMMON LAW AND STATUTORY RIGHTS IN, ARISING OUT OF, OR
ASSOCIATED THEREWITH: (I) UNITED STATES AND FOREIGN PATENTS AND UTILITY MODELS
AND APPLICATIONS THEREFOR AND ALL REISSUES, DIVISIONS, REEXAMINATIONS, RENEWALS,
EXTENSIONS, PROVISIONALS, CONTINUATIONS AND CONTINUATIONS-IN-PART THEREOF
("PATENTS"); (II) INVENTIONS (WHETHER PATENTABLE OR NOT), IMPROVEMENTS, TRADE
SECRETS, PROPRIETARY INFORMATION, KNOW-HOW, AND ANY RIGHTS IN TECHNOLOGY,
INVENTION DISCLOSURES, TECHNICAL DATA AND CUSTOMER LISTS, AND ALL DOCUMENTATION
RELATING TO ANY OF THE FOREGOING; (III) COPYRIGHTS, COPYRIGHT REGISTRATIONS