Nautilus 2006 Annual Report Download - page 139
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NOW, THEREFORE , the Parties hereby agree as follows:
CHAPTER 1
GENERAL PROVISIONS
The following terms as used in this Agreement shall have the meanings set forth below:
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control
with, such Person. The term “control” (including the terms “controlled by” or “under the common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether
through ownership of an equity interest or by contract or otherwise.
“After Acquired Assets” has the meaning given such term in Article 2.4 (c).
“Audit Report” has the meaning given such term in Article 2.4 (a).
“Audited Closing Financial Statements” has the meaning given such term in Article 2.4 (a).
“Agreement” means this Asset Purchase Agreement and the Schedules hereto.
“Appraiser” has the meaning given in Article 5.2.
“Assets” has the meaning given such term in Article 2.1.
“2006 Balance Sheet” has the meaning given such term in Article 3.12.
“Books and Records” shall mean all books, ledgers, files, reports, plans and operating records of, or maintained by, the Business, in
both physical and electronic form, as the case may be.
“(*) Consulting Agreement” has the meaning given such term in Section 6.16.
“Business” has the meaning given such term in the Preliminary Statements hereof.
“Business Day” means any day when banks are open for business in Xiamen, Fujian Province, PRC.
“Buyer” has the meaning given such term in the Preliminary Statements hereof.
“Closing Date” has the meaning given such term in Article 2.5.
“Computer Software” means all computer applications software, owned or licensed, whether for general business usage (e.g.,
accounting, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-to-the-business usage (e.g., order processing,
manufacturing, process control, design, shipping, etc.) and all computer operating, security or programming software, owned or
licensed.
2
Article 1.1
Definitions
.
(*) Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.