Tax Returns means all returns and reports (including elections, declarations, disclosures, schedules, estimates, claims for refunds and information returns) required to be supplied to a Taxing Authority relating to the determination, assessment or collection of any Taxes.
Taxing Authority means any U.S. federal, state or local or non-U.S. jurisdiction (including any subdivision and any revenue agency of a jurisdiction) imposing Taxes and the agencies, if any, charged with the collection of such Taxes for such jurisdiction.
Technology means, collectively, all technology, designs, procedures, models, discoveries, processes, techniques, ideas, know-how, research and development, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice) apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, and all related technology, other than Software and Data.
third party means any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement.
Trade Payables Program means the trade payables program for the Business administered by one or more Affiliates of Seller.
Trade Secrets means confidential and proprietary information, including rights relating to know-how or trade secrets, including ideas, concepts, methods, techniques, inventions (whether patentable or unpatentable), and other works, whether or not developed or reduced to practice, rights in industrial property, customer, vendor, and prospect lists, and all associated information or databases, and other confidential or proprietary information.
Trademarks means trademarks, service marks, trade names, service names, domain name registrations, trade dress, logos and other identifiers of same, including all goodwill associated therewith, and all common law rights, and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing.
Transaction Accounting Principles means those Transaction Accounting Principles set forth on Exhibit F.
Transaction Agreements means this Agreement, the Intellectual Property Cross License Agreement, the Transitional Trademark License Agreement, the Transition Services Agreement, the Bill of Sale, Assignment and Assumption Agreement, the Local Transfer Agreements, IP Assignment Agreement, the Lease Assignments, the Shared Space Agreements and the Factored Receivables Bill of Sale, in each case including all exhibits and schedules thereto and all amendments thereto made in accordance with the respective terms thereof.