CompUSA 2014 Annual Report Download - page 127

“Final Closing Date Cash” shall have the meaning specified in Section 2.4(e) of this Agreement.
“Final Closing Date Working Capital” shall have the meaning specified in Section 2.4(e) of this Agreement.
“Financial Statements”
shall mean the (i) consolidated and consolidating balance sheets for each of the Companies as of
December 31, 2011, 2012 and 2013 (including retained earnings and stockholders’
equity (or equivalent) as presented on those balance sheets)
for the years then ended, and the related consolidated and consolidating statements of income (KER format), and (ii) the Recent Balance Sheets
(including retained earnings and stockholders’
equity (or equivalent) as presented on those balance sheets) and the related unaudited statements
of income (KER format), for the interim period then ended, for each of the Companies and on a consolidated and consolidating basis.
“Governing Documents”
shall mean with respect to any particular entity: (a) if a corporation, the certificate of incorporation
and bylaws or equivalent constitutive documents; (b) if a limited liability company, the articles of organization and the operating agreement; (c)
if another type of Person, any other charter or similar document adopted or filed in connection with the creation, formation or organization of the
Person; and (d) any amendment or supplement to any of the foregoing.
“Government Contract”
means any contract (other than purchase orders) entered into between any Company and an agency of
the United States or an agency of any of its respective States, or any municipality, or any intergovernmental agency or quasi-
governmental
agency. The term “Government Contract” also includes any subcontract at any tier of any Company known to Seller’
s Knowledge to be (i) with
another entity under a prime contract held by any Company with such a Governmental Entity and (ii) with another entity that holds either a
prime contract with a Governmental Entity or a subcontract (at any tier) under such a prime contract, in each case including any task orders or
delivery orders issued under, or any modifications to, any such prime contract or subcontract whether currently active or subject to an open audit
period.
“Governmental Entity”
shall mean any government, agency, governmental department or public department, commission,
board, bureau, court, tribunal, minister, governor in council, agency, commissioner, arbitration panel or instrumentality of the United States of
America, Canada or Mexico or any state, or province, as applicable, or other political subdivision thereof (whether now or hereafter constituted
and/or existing) and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award
entered by or with any Governmental Entity.
“Hazardous Substance”
shall mean any substance listed, defined or regulated as hazardous or toxic or words of similar
substance and meaning under Environmental Laws.
“IFRS” shall mean International Financial Reporting Standards.
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