This excerpt taken from the SLRY 8-K filed Jul 31, 2007.


For the purposes of this Agreement, the following words and phrases, when used herein, shall have the meanings specified or referred to below:

“Acquired Assets” has the meaning provided in Section 2.3.

“Acquired Business” means the products and services offered by and the business operations and relationships of Seller, as of the Effective Date, including, without limitation, all of the intellectual property, technology, know how, products and services, customer contracts and agreements, customer relationships, third party intellectual property licenses and referral arrangements, and tangible and intangible property involved in or related to the operation of Seller’s Business.

“Affiliate” shall have the meaning ascribed to such term in Rule 405 under the Securities Act of 1933.

“Assumed Liabilities” has the meaning provided in Section 2.4.

“Average Price” means the average of the closing bid prices of Buyer Common Stock as reported on The Nasdaq Global Market (or such other exchange on which Buyer Common Stock is then listed or quoted) over the last ten trading days prior to the date any Buyer Common Stock is issued in connection with this Agreement.

“Buyer Common Stock” means the common stock of Buyer, par value $.0001 per share.

“Closing” and “Closing Date” have the meanings set forth in Section 2.5 below.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

“Competency Models” means the entirety of Seller’s competencies and competency models and all derivatives or components thereof, including all job profiles, learning references and related tools, products and services developed and/or provided by Seller.

“Contracts” means each of the Seller’s (or any predecessor’s) agreements, contracts, leases, licenses, open purchase orders, and other arrangements, oral and written, related to the Acquired Business, including all of the licenses and sublicenses granted and obtained with respect thereto.

“Domain Names” means all domain names registered to the Seller, or that Seller otherwise has the rights to operate in the course of its business operations.

“Encumbrances” means any mortgage, pledge, lien, charge, attachment, easement, covenant, restriction or other encumbrance of any nature.

“Intellectual Property” means (i) all inventions (whether patentable or unpatentable and whether or not reduced to practice), and all improvements thereto, including all patents, patent applications, and patent disclosures, together with reissues, continuations, continuation-in-parts, divisions, provisional applications, reexaminations, foreign related applications and foreign patents thereof, and all rights to use third party patents and patent applications, (ii) all trademarks, service marks, trade dress, logos, domain names and trade names, including combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (iii) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (iv) all mask works and all applications, registrations, and renewals in connection therewith, (v) all trade secrets and confidential business information (including ideas, research and development, know-how, methodologies, project deliverables, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (vi) all computer software (including data and related documentation), (vii) all other proprietary rights; and (ix) all copies and tangible embodiments thereof (in whatever form or medium).

“Liability” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Related Agreement” means any agreement, certificate or instrument executed and delivered by a Party at the Closing or otherwise in connection with the consummation of the transaction contemplated by this Agreement.

“Tax” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

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