entered into by a Seller Entity, on the one hand, and Purchaser or its designated subsidiaries, on the other hand, in each case, substantially in the form of Exhibit B
to this Agreement.
Assumed Liabilities has the meaning set forth on Annex E to this Agreement.
AUS Actual Severance Costs means the Actual Severance Costs with respect to AUS Business Employees.
AUS Business Employees means Seller Entity Business Employees of the Australia Business.
AUS Estimated Severance Costs means $1,000,0000.
AUS Estimated Severance Costs Maximum means $1,100,000.
AUS Severance Adjustment Amount means an amount equal to the difference between (i) the AUS Estimated Severance Costs
minus (i) the lesser of (A) the AUS Actual Severance Costs and (B) the AUS Estimated Severance Costs Maximum, as finally determined in accordance with Section 6.13(h).
Australia Business shall mean the Business conducted in Australia and New Zealand.
Bankruptcy Code means the United States Bankruptcy Code, as amended, modified, succeeded or replaced from time to time.
Base Purchase Price means $697,000,000, plus the Separate IP Purchase Price.
Benefit Plan means any employee pension benefit plan (as defined in Section 3(2) of ERISA), any
employee welfare benefit plan (as defined in Section 3(1) of ERISA), any occupational pension scheme or personal retirement savings account (as defined in the Irish Pensions Act 1990), in each case, whether
or not subject to ERISA, and any other plan, program, policy, agreement, arrangement or Contract providing for compensation or benefits, including severance, redundancy, pay in lieu of notice, termination pay or indemnity, or retention benefits,
employment, individual consulting, profit-sharing, bonuses, commissions, equity compensation (including stock options, stock appreciation, stock purchase or other stock-related rights), incentive compensation, deferred compensation, transaction,
stay, success, change-in-control or similar benefits, workers compensation, supplemental unemployment benefits, vacation or paid time off benefits, health, medical
or hospitalization benefits, dental benefits, disability benefits, accident benefits, other welfare or fringe benefits, including post-employment health or welfare or other benefits, jubilee or gratuity payments, end of service pay, service award,
supplemental executive or retirement benefits, pension benefits, employee benefit trust or any other compensation or benefits, in each case, whether or not written, whether or not voluntary, and whether funded, unfunded, financed by the purchase of
insurance, contributory or noncontributory, and, in each case, (i) that is established, sponsored, maintained or contributed to, or required to be contributed to, by Seller or any of its Affiliates, or for which Seller or its Affiliates has any
Liability, in each case, for the benefit of, or with respect to, any Business Service Provider or any dependent or beneficiary thereof, or (ii) for which any member of the Acquired Group has any Liability, including on account of an ERISA
Affiliate, other than, in each case, any plan, program
Annex B 3