113 “Closing Payment definition
113 “Closing Payment means an amount in cash equal to (i) four billion one hundred million Dollars ($4,100,000,000), plus (ii) the amount, if any, by which Estimated Net Working Capital exceeds Target Net Working Capital, or (iii) the amount (expressed as a negative amount), if any, by which Target Net Working Capital exceeds Estimated Net Working Capital, plus (iv) the Estimated Cash, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Transferred Company Transaction Expenses. “Code” means the United States Internal Revenue Code of 1986, as amended. “Combined Tax Return” means any combined, consolidated or unitary Tax Return that includes, on the one hand, either (x) 3M or any of its Affiliates (other than the Transferred Companies), or (y) Seller or any of its Affiliates (other than the Transferred Companies) and, on the other hand, any of the Transferred Companies or their respective Subsidiaries. “Confidentiality Agreement” means the confidentiality agreement, dated as of November 20, 2024, between ▇▇▇▇▇ and Seller. “Connecticut Transfer Act” means the Connecticut property transfer law, which can be found in the Connecticut General Statutes (CGS) Section 22a-134 through 22a-134e et seq. (as same may be amended). “Consent” means any approval, authorization, clearance, consent, ratification, permission, exemption or waiver or the expiration, lapse or termination of any waiting period (including any extension thereof). “Contract” means any contract, agreement or other instrument, including any note, bond, mortgage, deed, indenture, commitment, undertaking, promise, warranty, lease, sublease, license, sublicense, purchase order or joint venture, in each case excluding any Benefit Plan. “Contractor” means each individual independent contractor who is engaged directly or through an entity substantially owned by such individual to provide services to Seller and its Subsidiaries and provides at least fifty percent (50%) of his or her services to Seller and its Subsidiaries in connection with the operation of the Business. “Copyright” means copyrights, copyright registrations, copyright applications and rights equivalent thereto, including copyrights in Software. “Current Employee” means any Employee who is (a) an active status Employee on the Closing Date or (b) absent from work on the Closing Date due to vacation or annual leave, injury, temporary illness, unpaid medical or personal leave, parental leave or disability or other approved leave (including persons receivin...