Ondrej Veselovsky Uses in Definitions Clause

Definitions from Purchase Agreement

AGREEMENT (this "Agreement") dated as of July 28, 2015 between Ultra Clean Holdings, Inc., a Delaware corporation, with its corporate headquarters at 26462 Corporate Avenue, Hayward, CA 94545, USA ("Parent"), CharlesMost s.r.o., a limited liability company (spolecnost s rucenim omezenym) organized under the laws of the Czech Republic, with its registered seat at Karolinska 661/4, Karlin, 186 00 Prague 8, ID-No. (IC): 4171012, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 243566 ("Buyer"), Stenen one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its registered seat at V Horkach 76/18, Liberec IX-Januv Dul, 460 07 Liberec, ID-No. (IC): 241 91 329, registered in the Commercial Register maintained by the Regional Court in Usti nad Labem, File No. B 2438 ("Seller 1"), and Juves one a.s., a joint stock company (akciova spolecnost) organized under the laws of the Czech Republic, with its re

Definitions. a) The following terms, as used herein, have the following meanings: "1933 Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that the Company shall not be considered an Affiliate of Sellers. For purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have correlative meanings. "Ancillary Agreements" means the Escrow Agreement, Service and Employment Agreements, Non-Competition Agreement and Lease Agreement. "Applicable Law" means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise. "Balance Sheet" means the audited balance sheet of the Company as of December 31, 2014. "Balance Sheet Date" means December 31, 2014. "Bank Accounts" means the following bank accounts of the Company: (i) 2110227950/2700 (JPY) maintained by UniCredit Bank, (ii) 2110227926/2700 (CZK) maintained by UniCredit Bank, (iii) 2110227934/2700 (EUR) maintained by UniCredit Bank, (iv) 2110227942/2700 (USD) maintained by UniCredit Bank, (v) 4515133602/855 901 00 (EUR) maintained by Volksbank Lobau-Zittau eG, (vi) 5063772/0800 maintained by Ceska sporitelna, a.s., and (vii) 5063852/0800 maintained by Ceska sporitelna, a.s. "Business Day" means a day, other than Saturday, Sunday or other day on which commercial banks in the Czech Republic are authorized or required to close. "Cash Consideration" means USD$15,000,000.00. "Change of Control Payments" means all amounts (including any bonus, severance or other payments) that shall become payable (whether currently or in the future) to any employees, consultants or contractors of the Company as a result of or in connection with any "change of control" provision binding on the Company triggered by the entry into this Agreement, the Ancillary Agreements, the Closing of the sale of the Equity Interests pursuant to this Agreement, the Post-Closing Merger or any other transaction contemplated by this Agreement (either alone or together with any other trigger event), together with the employer portion of all payroll Taxes or similar employer Taxes relating thereto. "Civil Code" means Czech Act No. 89/2012 Coll., as amended. "Closing Date" means the date of the Closing. "Commercial Register" means the Czech Commercial Register (in Czech: obchodni rejstrik). "Company Transaction Expenses" means all fees and expenses accrued or incurred or payable by or on behalf of the Company in connection with the negotiation of this Agreement and the Ancillary Agreements, consummation of the Closing of the sale of the Equity Interests consummation of the Real Property Transfer or any of the other transactions contemplated hereby, including all legal, accounting, investment banking and financial advisory fees and expenses. For the avoidance of doubt, any fees and expenses that are contingent upon the Closing shall be deemed to have been accrued as of immediately prior to the Closing. "Contracts" means all contracts, agreements, leases, licenses, sub-licenses, commitments, sales and purchase orders and statements of work and other instruments, whether written or oral. "Collective Bargaining Agreement" means any written or oral agreement, memorandum of understanding or other contractual obligation between the Company and any labor organization or other authorized employee representative. "Company Employee" means an employee of the Company. "Company Return" means any Tax Return of, with respect to or that includes the Company. "Covered Tax" means with respect to the Company any (A) Tax of the Company described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period; (B) any Tax relating to the Real Property Transfer or the ownership of MICONEX Real Estate (C) Tax described in clause (ii) or (iii) of the definition of Tax; and (D) Tax of the Company resulting from a breach by the Company or Sellers of any representation, covenant or agreement contained herein. "Czech Accounting Standards" means the principles and standards set forth in Czech Act No. 563/1991 Coll., on Accountancy, as subsequently amended, and the legal regulations implementing this Act, and al