Tail Policies has the meaning set forth in Section 2.03(b)(ix).
Target Working Capital means ($4,439,000) (a negative number). The accounts upon which Target Working Capital is calculated and a sample calculation of Closing Working Capital are set forth in Annex C hereto.
Tax Claim has the meaning set forth in Section 6.05.
Taxes means all federal, state, county, municipal, local or foreign taxes, duties, fees, excises, premiums, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority, including (i) net income, gross income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, alternative minimum, customs, escheat, unclaimed property, estimated tax, duties or other taxes, fees, assessments or charges of any kind whatsoever, (ii) all withholdings on amounts paid to or by the relevant Person (iii) any fine, interest, additions or penalties with respect thereto or with respect to the nonpayment thereof and any interest in respect of such additions or penalties, (iv) any tax imposed, assessed, or collected or payable pursuant to any tax sharing agreement or any other Contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee; and (v) any liability for any of the foregoing as a transferee, successor, guarantor, or by Contract or by operation of Law.
Tax Escrow Amount means $2,000,000.
Tax Escrow Fund has the meaning set forth in Section 2.03(a)(iii)(D).
Tax Return means any return, declaration, report, claim for refund, information return or statement or other document (including Form 5500) required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
Third-Party Claim has the meaning set forth in Section 7.05(a).
Third-Party Processor has the meaning set forth in Section 3.22(b).
Trademarks has the meaning set forth in the definition of Intellectual Property.
Trade Names has the meaning set forth in the definition of Intellectual Property.
Transaction Expenses means (a) all fees and expenses incurred by the Company at or prior to the Closing or Sellers at any time in connection with the preparation, negotiation and execution of this Agreement and the Ancillary Documents, and the performance and consummation of the Transactions including (i) all of the fees, charges, expenses, and other costs of legal counsel, accountants, investment bankers, brokers, financial advisors, and other Representatives and consultants of the Company engaged in connection with the Transactions, including the BCA Payment, whether or not such fees, charges, expenses, or other costs have been assessed or billed prior to the Closing, (ii) all of the fees, charges, expenses and other costs associated with the Company providing the necessary or appropriate notices, making the necessary or appropriate Filings, or obtaining the necessary or appropriate Consents in connection with the execution, delivery, and performance of this Agreement and the Ancillary Documents and the