Shared Contract means any Contract to which the Seller or Parent or any of their respective Subsidiaries (other than the Company and the Company Subsidiaries) is a party with any non-Affiliated third party and which (a) benefits or burdens the business of the Company and/or the Company Subsidiaries, and (b) that is material to the business of the Company and/or the Company Subsidiaries; provided that in no event shall Shared Contracts include (x) any Contracts solely for Overhead and Shared Services or (y) Contracts the benefits of which are delivered to the Business, the Company or any Company Subsidiaries under the Transaction Documents.
Software means any computer software, computer program, operating system, applications system, application programming interfaces, firmware or other software of any nature, whether in machine readable form, source code, object code, or a programming language or any other language or symbols, whether operational, under development or inactive, and any associated data files, documentation, user manuals and training materials related to the foregoing.
Stockholder Agreement means that certain stockholder agreement of the Company, substantially in the form attached hereto as Exhibit E, to be entered into and effective as of the Closing.
Straddle Period means any Tax period that includes, but does not end on, the Closing Date.
Subsidiary means, with respect to a Person, a corporation or other entity of which more than fifty percent (50%) of the voting power of the equity securities or equity interests is owned, directly or indirectly, by such Person.
Target Cash Amount means the sum of (i) US $300,000, plus (ii) the Retained Earnings, plus (iii) the Restricted Cash Amount.
Target Net Working Capital Amount means US $10,636,815.04.
Tax means any federal, state, local or foreign income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, license, capital, withholding, payroll, employment, real property, personal property, alternative, value added, branch profits, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, social security, disability, registration, ad valorem, or add-on minimum or estimated tax or other tax of any kind whatsoever, including any interest, penalty, or addition thereto.
Tax Return means any return, declaration, report, claim for refund, information return or other form (including, without limitation, schedules or any related or supporting information) or statement filed or required to be filed with any Governmental Authority with respect to Taxes.
Technology means any tangible embodiments of Intellectual Property rights regardless of form, including: (i) inventions (whether or not patentable) and invention disclosures; (ii) confidential information and other proprietary information (whether or not protectable as Trade Secret), including without limitation, algorithms, diagrams, know-how, lab notebooks, network configurations and architectures, methods, processes, formulae, compositions, routines, protocols, schematics, specifications, technical data, user interfaces, databases and data collections, business plans, proposals, designs, customer data, financial information, pricing and cost information, bills of material, reports, performance data, quality data; and (iii) published and unpublished works of authorship, including Software and mask works.
Transaction Documents means this Agreement, the Transition Services Agreement, the Stockholder Agreement, the Non-Competition and Non-Solicitation Agreement and any certificate, instrument or other deliverable required pursuant to this Agreement.