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This excerpt taken from the C 10-Q filed Aug 7, 2009. “Seconded Related Personnel” means the employees of NCH
and of NCL set forth on Schedule III who have entered into employment
agreements with NCS and have been seconded from NCS to NCH or NCL, as the case
may be.
“Sellers” has the meaning set forth in the Preamble to this Agreement.
“Sellers’ Disclosure Letter” means the letter dated on the same date as this Agreement from the Sellers to the Purchaser disclosing information constituting exceptions to the representations and warranties given by the Sellers pursuant to Section 3.1.
“Significant Employee” means any executive officers, investment banking or capital markets professionals or significant information technology systems personnel.
“Subsidiary” means with respect to any Person, any juridical Person of which more than 50% of the voting power of the outstanding voting securities or more than 50% of the outstanding economic equity interest is held, directly or indirectly, by such Person, and in any event will include any Person that is fully included in the consolidated financial statements of such Person prepared in accordance with GAAP. Notwithstanding NCS’s aggregate economic interest, Primasia Securities (Asia) Limited shall not be deemed a Subsidiary of Citigroup Inc. or any Seller for purposes of Sections 3(a) and 3(d)-(s) of Schedule 3.1.
“Target Net Assets Level” means ¥237 billion, subject to adjustment pursuant to Section 4.17.
“Taxes” shall mean all taxes, charges, fees, levies or other assessments, including income, gross receipts, excise, property, stamp, registrations, sales, license, payroll, consumption, withholding and franchise taxes and any secondary tax liability, imposed by Japan or any other country or any local government or taxing authority or political subdivision or agency thereof or therein, and such term shall include any interest, penalties or additions attributable to such taxes, charges, fees, levies or other assessments.
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“Tax Returns” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
“Transferred Client Agreements” has the meaning set forth in Section 2.1(b).
“Transfer Taxes” means sales, use, transfer, real property transfer, recording, documentary, stamp, registration, stock transfer and other similar Taxes and fees, including all penalties and interest accrued thereon, incurred in connection with this Agreement and the transactions contemplated hereby. For the avoidance of doubt, Transfer Taxes do not include any income or similar Taxes imposed on the income or capital gains of any of the Sellers.
“Transitional License Agreement” means an agreement substantially in the form set forth in Exhibit F.
“Transition Services Agreement” means an agreement substantially on the terms set forth in Exhibit G.
“Trust Business Act” means the Trust Business Act of Japan (Law No. 154 of 2004).
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