Tax Proceeding has the meaning set forth in Section 5.3(d).
Tax Return means any return, declaration, report, statement, claim for refund, or other document, together with all amendments and supplements thereto (including all related and supporting information) required to be filed with a Governmental Authority in respect of Taxes.
Taxes mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, transfer, registration, stamp, occupation, premium, property, windfall profits, fuel, gas import, customs, duties, value added, alternative or add on minimum, estimated, or other taxes of any kind whatsoever imposed by any Governmental Authority, together with any interest, penalty, or addition thereto, and the term Tax means any one of the foregoing Taxes.
Taxing Authority means any Governmental Authority responsible for the administration or the imposition of any Tax.
Termination Date has the meaning set forth in Section 9.1(b)(i).
Title IV Plan has the meaning set forth in Section 3.10(d).
Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term Transfer Tax shall not include any Income Tax.
Transferred Employee means each (i) Sale Entity Employee and (ii) Company Employee (other than Sale Entity Employees) who accepts a Post-Closing Offer.
Transferred Non-Union Employees has the meaning set forth in Section 5.6(b).
Transferred Union Employees has the meaning set forth in Section 5.6(c).
Transition Services Agreement means that certain Transition Services Agreement to be dated as of the Closing Date by and among Sellers and Buyer, substantially in the form attached hereto as Exhibit C.
U.S. GAAP means accounting principles generally accepted in the United States of America.
Section 1.2 Terms Generally. Unless otherwise required by the context in which any term appears:
(a) Capitalized terms used in this Agreement shall have the meanings specified in this Article.
(b) The singular shall include the plural, the plural shall include the singular, and the masculine gender shall include the feminine and neutral genders and vice versa.