Surviving Corporation has the meaning set forth in Section 2.01(b)(1).
Takeover Laws has the meaning set forth in Section 5.02(h).
Takeover Proposal has the meaning set forth in Section 7.05(d).
Tax and Taxes means all federal, state, local or foreign taxes, duties, charges, fees, levies or other assessments, however denominated, including all net income, gross income, gains, gross receipts, sales, use, ad valorem, goods and services, capital, capital stock, value added, production, transfer, franchise, registration, windfall profits, license, withholding, payroll, employment, disability, employer health, excise, estimated, severance, stamp, premium, occupation, property, environmental, unemployment, social security (or similar), net worth, escheat, alternative or add-on minimum, estimated or other taxes, custom duties, charges, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, fines, fees, additions to tax or additional amounts imposed by any Governmental Entity whether arising before, on or after the Effective Time and whether disputed or not and any obligation to indemnify or otherwise assume or succeed to the tax Liability of any other person.
Tax Returns means any return, amended return or other report (including elections, declarations, disclosures, schedules, statements, estimates, information returns and claims for refund) required to be filed with respect to any Tax and any amendments or attachments thereto.
Termination Fee has the meaning set forth in Section 7.05(e).
Third Party has the meaning set forth in Section 7.05(c).
Trade Secrets means confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists.
Unaudited Financial Statements has the meaning set forth in Section 5.02(l)(1).
WBCL has the meaning set forth in Section 2.01(a).
Year of Service has the meaning set forth in Section 6.11(c).
(a) In this Agreement, except as context may otherwise require, references:
(1) to the Preamble, recitals, articles, sections, schedules, or exhibits refer, respectively, to the Preamble to, a recital, article or section of, schedule, or exhibit to, this Agreement;
(2) to this Agreement are to this Agreement and the Schedules and Exhibits to it, taken as a whole;