Certain Definitions from Stock and Asset Purchase Agreement
This STOCK AND ASSET PURCHASE AGREEMENT (this Agreement), dated as of October 12, 2016 (the Effective Date), is by and between Newell Brands Inc., a Delaware corporation (Parent), and Stanley Black & Decker, Inc., a Connecticut corporation (Purchaser). Each of Parent and Purchaser are sometimes referred to herein as a Party or collectively as the Parties.
Certain Definitions. The following terms, as used in this Agreement, have the following meanings: Accounting Principles means GAAP, as applied using the same accounting methods, policies, principles, practices and procedures (including classifications, judgments and estimation methodologies) as were used in the preparation of the Financial Statements, except as otherwise provided for in Exhibit 12.1(A). In the event of a conflict between GAAP and the Accounting Principles, the Accounting Principles shall control. Action means any action, claim, suit, arbitration, investigation or proceeding, in each case, by or before any Governmental Authority. Affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. The term control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms controlled by and under common control with have meanings correlative thereto. For purposes of the foregoing, (a) for all periods prior to the Closing, neither Purchaser, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other, and (b) for all periods after the Closing, neither Parent, on the one hand, nor the Purchased Companies, on the other hand, will be treated as an Affiliate of the other. Affiliate Arrangements means (a) all Contracts, arrangements, commitments or transactions between Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand and (b) all Contracts, arrangements, commitments or transactions (other than employment Contracts) between any director, officer or stockholder of Parent or any of its Affiliates (other than a Purchased Company), on the one hand, and a Purchased Company, on the other hand, in each case of clause (a) and (b) which is currently in effect. Ancillary Agreements means the Transition Services Agreement, the Bailment Agreement and the Excluded Transfer Documents. Antitrust Laws means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other country or jurisdiction, to the extent applicable to the purchase and sale of the Purchased Equity Interests and the other transactions contemplated by this Agreement, including without limitation, the HSR Act and other similar competition or antitrust laws of any jurisdiction other than the United States. Asset Sellers means Parent and each Subsidiary of Parent listed on Exhibit 12.1(B). Assumed Benefit Plan means each Employee Benefit Plan or portion thereof (i) sponsored by one of the Purchased Companies as of the Closing, (ii) that Purchaser or any of its Affiliates has expressly agreed to assume pursuant to Article VII of this Agreement or (iii) that Purchaser or any of its Affiliates is required to assume under applicable Laws or any applicable Union Contract; provided however, that no defined UK Pension Scheme is an Assumed Benefit Plan. Assumed Foreign Benefit Plan means each Assumed Benefit Plan that is not an Assumed U.S. Benefit Plan. Assumed U.S. Benefit Plan means each Assumed Benefit Plan that is sponsored, maintained or contributed to by Parent or any of its Affiliates primarily for the benefit of current or former Business Employees based primarily in the United States (including Puerto Rico). Brazil Environmental Liabilities means all Liabilities to the extent arising or resulting from any Release of Hazardous Substances prior to the Closing at, on, under or from the Brazil Manufacturing Facility, including any (i) post-Closing exposure to or migration of any such Release, (ii) such Release identified in whole or in part in the Brazil Phase II or subsequent investigations, (iii) such Release from the facilitys wastewater discharge or treatment equipment and infrastructure (and including any discharges in violation of applicable Environmental Law resulting from the status quo operation of such equipment and infrastructure during the 180 day period following the Closing) and (iv) Actions arising or resulting from any such Release. Brazil Manufacturing Facility means the real property and facility located at the commonly known street address of Av. Presidente Kennedy, 1049, Carlos Barbosa, RS, Brazil, including all underlying and associated land, buildings, fixtures, equipment and other improvements thereon and appurtenant thereto. Brazil Phase II means the Confirmatory Environmental Investigation (Environmental Site AssessmentPhase II), IRWIN INDUSTRIAL TOOLS Carlos Barbosa RS, Brazil, prepared for Newell Brands by CH2M do Brasil Engenharia Ltda., dated October 2016. Bu