并购协议英文

并购协议英文内容摘要：

required to consummate the Transactions. GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board. AAA Additional Agreement is defined in Section (a). AAA Electronics means AAA Electronics, Inc., a Colorado corporation and a whollyowned subsidiary of BBB. AAA Electronics Agreements is defined in Section (c). AAA Indemnified Parties means BBB, AAA, AAA Electronics and their respective officers, directors, Affiliates, successors, permitted assigns and the officers, directors, partners and members of their respective Affiliates. Governmental Authority means any foreign, federal, state or local government, political subdivision or governmental or regulatory authority, agency, board, bureau, mission, instrumentality or court or quasigovernmental authority. BBB Additional Agreements is defined in Section (b). HSR Act means the HartScottRodino Antitrust Improvements Act of 1976, as amended, and all the rules and regulations promulgated thereunder. Hazardous Substance means any material, substance or waste as to which liability or standards of conduct may be imposed pursuant to Environmental Laws. Indemnity Claim is defined in Section (a). Knowledge, Know or Known, with respect to matters covered by a representation, warranty or covenant set forth in this Agreement, means the current actual knowledge (after inquiry) of the individuals identified on Schedule (a) of the Disclosure Schedules as having such Knowledge. Law or Laws means any and all statutes, laws, regulations, ordinances, orders, judgments, decrees and rules of any Governmental Authority, in each case as amended and in effect from time to time. Leases is defined in Section (a). License Agreement means the Intellectual Property License between AAA Electronics and CCC substantially in the form of Exhibit 3 to this Agreement. Liens means all liens, claims, options, charges, restrictions, security interests or encumbrances of any kind or defects in title of any nature whatsoever. Loss or Losses is defined in Section . NDA is defined in Section . Notice of Claim is defined in Section (a). Old DDD Shares is defined in Section (b). Outstanding Tax Claims means (i) the tax assessment by the State of Illinois for additional sales tax owed by CCC (which matter is currently pending before the Illinois Department of Revenue Board of Appeals), (ii) the Internal Revenue Service demand for the late payment by CCC of employment taxes due for _________(M,D,Y), and (iii) the Internal Revenue Service demand for the late payment by CCC of employment taxes due for _________(M,D,Y). Permitted Liens means the following: (1) Liens for ad valorem Taxes not yet due and payable。 (2) mechanics39。 , materialmen39。 s, warehousemen39。 s, carriers39。 and other similar Liens which are incurred in the ordinary course of the Business for amounts which are not delinquent and which are not, individually or in the aggregate, material to the operation of the Business。 (3) any Liens set forth on Schedule (b) of the Disclosure Schedules。 and (4) all minor irregularities, encumbrances, rightsofway and other defects of title which do not materially interfere with the present use of CCC39。 s assets or the Business. Person means an individual, corporation, partnership, limited liability pany, trust, association or other entity, including any Governmental Authority. Purchased Common Shares is defined in the Statement of Purpose of this Agreement. Purchaser Additional Agreements is defined in Section . Purchaser Indemnified Parties means Purchaser, CCC and their respective officers, directors, Affiliates, successors and permitted assigns and the officers, directors, partners and members of their respective Affiliates. Purchase Price is defined in Section (d). Redeemed Shares is defined in the Statement of Purpose of this Agreement. Redemption is defined in the Statement of Purpose of this Agreement. Redemption Price is defined in Section (b). Retained Shares is defined in the Statement of Purpose of this Agreement. Section 338(h)(10) Election is defined in Section (i). Securities Act means the Securities Act of 1933, as amended. Stockholders39。 Agreement means the Stockholders39。 Agreement among AAA, BBB, CCC and Purchaser substantially in the form of Exhibit 4 to this Agreement. Sunnyvale Lease means the lease for the Sunnyvale, _________(STATE) facility operated by CCC. Tax or Taxes means any foreign, federal, state or local ine, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or addon minimum, estimated or other tax, including any interest, penalty or addition thereto, and any liability for payment of any of the foregoing as a result of any obligation to indemnify or otherwise assume or succeed to the liability of another Person. Tax Period or Taxable Period means any period prescribed by any Governmental Authority, including the United States or any state, local or foreign government or subdivision thereof, for which a Tax Return is required to be filed or Tax is required to be paid. Tax Return means any return, report or information return required to be filed with any taxing authority with respect to Taxes, inclu。