CompUSA 2014 Annual Report Download - page 132

“TAKKT Bonus Programs” shall mean the bonus plans provided to certain of the Companies ’
employees, including the
TAKKT Premium Program, the warehouse incentive program, product manager incentive program, and the supplemental bonus plan.
“Tax” or “Taxes”
means any federal, state, county, local, provincial or foreign tax, charge, fee, levy, tariff, duty, deficiency or
other assessment or fee, including any net income, gross income, alternative or add-
on minimum, sales and use, ad valorem, transfer, gains,
profits, excise, franchise, real and personal property, gross receipts, capital stock, production, business and occupation, disability, employment,
payroll, occupation, license, estimated, stamp, mortgage recording, custom duties, value added, windfall profits, severance or withholding tax or
charge, as imposed or assessed by any Governmental Entity, and includes any interest and penalties (civil or criminal) on or addition to any of
the foregoing.
“Tax Proceeding” shall have the meaning set forth in Section 5.12(d)(ii).
“Tax Return”
shall mean any return, declaration, report, claim for refund or credit, information return or other document
(including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination,
assessment or collection of Taxes or the administration of any legal requirement relating to any Taxes, including any amendment thereof.
“Territory” means the United States, Canada and Mexico.
“Third-Party Claim”
shall mean a legal proceeding, action, claim or demand instituted by any third person or Governmental
Entity against an Indemnified Party.
“Transition Services Agreement”
shall mean the Transition Services Agreement dated as of the Closing Date and entered into
by the Seller, the Buyer and the Companies in the form attached as Exhibit A hereto.
“Union” shall have the meaning specified in Section 3.18(d) of this Agreement.
“Updated Schedule” or “Updated Schedules” shall have the meaning specified in Section 5.7(b) of this Agreement.
“U.S. Companies” shall mean C&H Distributors, Industrialsupplies.com , Products for Industry and C&H Service.
“Vietnam Era Veterans’ Readjustment Assistant Act of 1974” “ VEVRAA ” shall have the meaning specified in Section 3.18
(c) of this Agreement.
“Working Capital” shall mean (i) the sum of the current assets (other than Non-
Ordinary Course Receivables and Cash),
namely trade receivables (net of reserves calculated on a basis consistent with the Companies ’
historic practice), other receivables, inventories
and deferred expenses (including prepayments) of each of the Companies, less (ii) the sum of the current liabilities (other than Non-
Ordinary
Course Payables), namely trade payables, advance payments, provisions, accrued expenses, other current liabilities and deferred income of each
of the Companies (including, without limitation any amounts owed, owing, accrued or that should be accrued under IFRS in respect of any
employee benefit, bonus, profit sharing or other compensatory arrangement) as set forth on the Estimated Balance Sheet, Closing Date Balance
Sheet or Final Closing Date Balance Sheet, as the case may be. The parties agree that the FS items on Exhibit B will be used to calculate
Working Capital. For clarity, (1) no income Tax liabilities are included in Working Capital and (2) any intercompany accounts between any of
the Companies on the one hand and its Affiliates on the other hand shall not be taken into account when calculating Working Capital, other than
Ordinary Course Receivables and Ordinary Course Payables for the sale or purchase of goods and services between the Companies and any of its
Affiliates.
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