Certain Definitions 1. 1.1 Certain Definitions 1 1.2 Accounting Terms 13
Certain Definitions 1. 1 The term "Acquiring Person" shall be amended to add a third proviso which shall provide: the term "Acquiring Person" shall not include (iii) Xxxxxx Chartered Bancorp, Inc. solely as a result of entering into the agreements dated December 16, 1997 to effect the merger between Xxxxxx Chartered Bancorp, Inc. and the Company, including the stock option agreement and the exercise thereof. PROGRESSIVE BANK, INC. By /s/ Xxxxx Xxx Xxxxxx ----------------------- Date January 13, 1998 --------------------- REGISTRAR AND TRANSFER COMPANY
Certain Definitions 1. 1.1 Certain Definitions 1 1.2 Accounting Terms 13 ARTICLE 2 THE P&A TRANSACTION 2.1 Purchase and Sale of Assets 13 2.2 Assumption of Liabilities 14 2.3 Purchase Price 14 2.4 Calculation of Loans to be Transferred 15 ARTICLE 3
Certain Definitions 1. Section 1.1. Certain Definitions 1 Section 1.2. Interpretation 13 ARTICLE II PURCHASE AND SALE 13 Section 2.1. Agreement to Sell and Purchase 13 Section 2.2. Closing Date Consideration 14 Section 2.3. Purchase Price Adjustment 14 Section 2.4. Deferred Consideration 16 Section 2.5. Contingency Consideration 17 Section 2.6. Code Section 483 18 ARTICLE III CLOSING 18 Section 3.1. Closing 18 Section 3.2. Deliveries and Proceedings at Closing 19 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY 19 Section 4.1. Organization and Qualification; Subsidiaries 19 Section 4.2. Authorization 20 Section 4.3. No Conflict 20 Section 4.4. Consents 21 Section 4.5. Capitalization 21 Section 4.6. Financial Statements 21 Section 4.7. Absence of Certain Changes or Events 22 Section 4.8. Title 24 Section 4.9. Owned Real Property 24 Section 4.10. Leases 24 Section 4.11. Working Capital Assets 25 Section 4.12. Intellectual Property 25 Section 4.13. Contracts 27 Section 4.14. Litigation 29 Section 4.15. Compliance with Laws 29 Section 4.16. Environmental Matters 29 Section 4.17. Employee Benefit Matters 30 Section 4.18. Taxes 32 Section 4.19. Employee Relations 35
Certain Definitions 1. 1 In this Agreement, including in the Schedules, Exhibits and Annexes attached hereto and in the Annexes to such Schedules (if any), the following capitalized terms shall have the following respective meanings: Accounting Principles means in respect of the Company, the accounting principles provided for under the applicable provisions of Italian law as well as the accounting principles prepared by the Xxxxxxxxx Nazionale dei Dottori Commercialisti e degli Esperti Contabili and the Organismo Italiano di Contabilità (OIC), in each case consistently applied throughout the periods involved. Action means any action, notice, claim, complaint, charge, writ, dispute, proceeding, suit, hearing, litigation, arbitration, audit or investigation (whether civil, criminal, administrative, judicial or regulatory), or any appeal therefrom. Affiliate means, with respect to any Person, any individual, corporation, partnership, limited liability company, joint stock company, joint venture, association, foundation (“fondazione”), trust or other entity or organization directly or indirectly (x) controlling, controlled by or under common control with such Person (it being understood that, for the purposes of this definition, the notion of control shall be interpreted in accordance with Article 2359, paragraph 1 no. 1 and 2, of the Code) or (y) subject to a relevant influence of such Person pursuant to Article 2359, paragraph 3, of the Code. Agents shall have the meaning set forth in Section 8.17(i) of this Agreement. Aggregate Price means an amount equal to (i) the Base Cash Price, minus (ii) the amount (if any) by which the Closing Date Net Working Capital is less than the Target Net Working Capital, plus (iii) the amount (if any) by which the Closing Date Net Working Capital exceeds the Target Net Working Capital Amount, plus (iv) the Closing Date Cash, minus (v) the Closing Date Debt, minus (vi) the Closing Date Transaction Expenses (if any). Aggregate Price Allocation means the percentages of allocation of the Estimated Aggregate Price, the Provisional Purchase Price Amount and the Aggregate Price, as applicable, among the Sellers as set forth in Schedule A, which, as agreed among the Sellers, reflects an exit ratchet mechanism in favor of certain Sellers and shall also apply to any adjustments to the Estimated Aggregate Price and the Provisional Purchase Price Amount or any payment of the Purchase Price Holdback Amount to the Sellers pursuant to Article 7 (if any). 3 Aggreg...
Certain Definitions 1. Section 1.1
Certain Definitions 1. Section 1.1 Certain Definitions 1 Section 1.2 Cross-Reference of Other Definitions 12
Certain Definitions 1
