other governing body are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by Seller Parties.
Substantial Control means the ability or power to direct or cause the direction of the management or policies of an institution of higher education, by contract, ownership interest or otherwise, or has the meaning ascribed to it in 34 C.F.R. §668.174(c)(3).
Survival Period shall have the meaning set forth in Section 10.1.
Systems shall have the meaning set forth in Section 3.27.
Tangible Personal Property shall mean all machinery, equipment, tools, fixtures, leasehold improvements, vehicles, trailers, trucks, furniture, office equipment, computers, servers, computer hardware and peripherals, plant, inventory, spare parts and supplies and other tangible personal property of every kind and description that are owned, leased, used or held for use by the Company in connection with the Business.
Target Net Working Capital shall mean (i) Two Hundred Thirty One Thousand Dollars ($231,000) if the Closing occurs on or prior to December 31, 2019; (ii) Eight Hundred Thirty Four Thousand Dollars ($834,000) if the Closing occurs between January 1, 2020 and March 31, 2020; and (iii) Negative Eight Hundred and Eighty Eight Thousand Dollars (-$888,000) if the Closing occurs after April 1, 2020.
Tax shall mean (i) any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), intangible, escheat, unclaimed or abandoned property, national insurance, unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, alternative or add on minimum, estimated or other tax levy, duty, impost or similar charge imposed or collected by any Governmental Authority, including any interest, penalty or addition thereto, whether disputed or not, and (ii) any Liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement, or understanding, or as a result of being liable for another Persons taxes as a transferee or successor, by Contract, or otherwise.
Tax Benefits means any actual reduction in any Taxes payable and directly and proximately attributable to any deduction, expense, loss, credit or refund as a result of Losses, if any, actually realized during the year or succeeding year in which such Losses occurred, which amount is equal to the positive amount, if any, of (a) Buyers liability for Taxes in the year in which the Losses were incurred, not taking into account such Losses or any indemnification payment made under this Agreement of such Losses, minus (b) Buyers liability for Taxes in such year taking into account the Losses and taking into account any taxable income realized by Buyer as a result of any indemnification payment made under this Agreement on account of such Losses, with the Losses treated as the last item of expense or deduction realized for such year.