Surviving Company has the meaning set forth in Section 1.01(a).
Tax or Taxes means any and all federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, real property gains, registration, value added, excise, natural resources, severance, stamp, registration, occupation, premium, windfall profit, profits, environmental, customs, duties, real property, escheat or unclaimed property, special assessment, personal property, capital stock, social security (or similar including FICA), disability, unemployment, payroll, license, employment or other withholding, or other tax, of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, whether disputed or not.
Tax Proceeding means any notice, request for information, inquiry, examination, audit, investigation, proceeding, hearing, litigation, or suit (whether civil, criminal, administrative, investigative or informal) relating to any Tax commenced, brought, conducted, or heard by or before or otherwise involving, any Governmental Entity.
Tax Returns means any return, report, information return or other document (including schedules or any related or supporting information and any amendment thereof) relating to Taxes.
Territory has the meaning set forth in Section 6.08(a).
Trade Secrets means trade secrets and other confidential or non-public business information, including manufacturing processes, know-how, confidential and proprietary information, ideas, developments, drawings, specifications, bills of material, customer and supplier lists, marketing information, sales and promotional information, business plans, Software, Source Code, Technical Documentation, test reports, component lists, manuals, instructions, catalogs, processes, designs, model numbers, telephone and fax numbers, electronic records of drawings and tooling and other electronic engineering tools, and all other proprietary rights, in each case owned or licensed (as licensor or licensee) and registrations and applications for registration therefor.
Transaction Documents means this Agreement and all documents, agreements and certificates to be executed or entered into in connection with the transactions contemplated by this Agreement.
Transaction Expenses means those (a) legal, accounting, tax, financial advisory, environmental consultants and other professional or transaction related costs, fees and expenses incurred by the Company or its Subsidiaries in connection with the Transaction Documents or in investigating, pursuing or completing the transactions contemplated by the Transaction Documents (including any amounts owed to any consultants, auditors, accountants, attorneys, brokers or investment bankers), (b) bonuses, phantom equity payments, equity appreciation right payments or other equity-like payments which become due or are otherwise required to be made to any employees of the Company of any of its Subsidiaries as a result of or in connection with the Closing or as a result of any change of control or other similar provisions, but excluding any