Million Three Hundred Eighty-Six Thousand Nine Hundred Eighty-Two Dollars ($476,386,982).
Tax or Taxes means any federal, state, local or foreign taxes, including all net income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, equity, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, or other tax of any kind whatsoever, including any interest, penalty or addition thereto imposed by a Taxing Authority.
Tax Return means any report, return, or similar statement required to be filed with any Taxing Authority with respect to Taxes, including any claim, refund, or amendment thereof.
Taxing Authority means any Governmental Body having jurisdiction over the assessment, determination, collection, administration or imposition of any Tax.
Termination Date has the meaning set forth in Section 10.1(b).
Testing Procedures has the meaning set forth in Section 3.2(a).
Third Party Claim has the meaning set forth in Section 11.6.
Timing Agreement has the meaning set forth in Section 7.6(c).
Title Company means Chicago Title Insurance Company located at 455 Market Street, Suite 2100, San Francisco, California 94105, Attn: Tyson Miklebost.
Title Reports has the meaning set forth in Section 5.11(a).
Trademark Assignment (Italian Swiss Colony) has the meaning set forth in Section 4.3(bb).
Transaction Documents means any and all of the exhibits, agreements, certificates and other documents to be delivered in connection with the consummation of the Transactions, including, without limitation, the Closing Documents, the Ancillary Documents, the Transaction Non-Disclosure Agreement, and the Clean Team Agreement.
Transaction Non-Disclosure Agreement means the Mutual Non-Disclosure Agreement, dated as of November 1, 2018, between Buyer and Seller, as amended.
Transactions means the purchase and sale of the Purchased Assets and the assumption by Buyer of the Assumed Liabilities pursuant to this Agreement and the transactions contemplated by the Transaction Documents.
Transferred Benefit Plans means the Employee Benefit Plans under the Assumed CBA set forth on Schedule 1(d).
Transition Services Agreement has the meaning set forth in Section 4.3(j).