Circuit City 2007 Annual Report Download - page 81

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“ Seller Indemnified Parties ” means the Seller and its Affiliates and persons serving as officers, directors, partners or employees
thereof.
“ Seller Losses ” has the meaning ascribed to such term in Section 9.3 hereof.
“ Seller Material Adverse Effect ” means a material adverse effect on the ability of the Seller to timely consummate the transactions
contemplated by, or perform its obligations under, this Agreement.
“ Shared Assets ” has the meaning ascribed to such term in Section 2.8(e) hereof.
“ Subsidiary ” of a Buyer, the Seller or any other Person means any corporation, partnership or other legal entity of which a Buyer,
Seller or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more
than 50% of the stock or other equity interests the holder of which is generally entitled to vote for the election of the board of directors or other
governing body of such corporation or other legal entity.
“ Systemax ” has the meaning ascribed to such term in the Preamble hereof.
“ Taxes ” means any and all taxes, charges, fees, levies or other similar assessments or liabilities, including, without limitation, income,
gross receipts, ad valorem, premium, value-added, excise, real property, personal property, sales, use, services, license alternative or add-on
minimum, transfer, withholding, employment, payroll and franchise taxes imposed by any Governmental Authority, and any interest, fines,
penalties, assessments or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof.
“ Threshold ” has the meaning ascribed to such term in Section 9.4(a)(i)(A) hereof.
“ Trade Name Buyer ” has the meaning ascribed to such term in the Preamble hereof and, subject to Section 10.7, any permitted
assignee thereof.
“ Trade Name Purchase Price ” has the meaning ascribed to such term in Section 2.5(a) hereof.
“ Trademark License Agreement ” has the meaning ascribed to such term in Section 2.7(a) hereof.
“ Transfer Instruments ” means the Real Estate Transfer Instruments and the Internet Transfer Instruments.
“ Transferred Businesses ” means the Transferred Internet Business and the Transferred Real Estate Business.
“ Transferred Internet Business ” means the business conducted by the Seller Group in the retail and resale of personal computers and
related products and services on the Internet, including, without limitation, the Seller Group’s websites identified by the URLs:
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