Straddle Period means any taxable period that begins on or before the Closing Date and ends after the Closing Date.
Subsidiary means, with respect to any Person, any corporation, limited liability company, partnership or other entity, whether incorporated or unincorporated, of which (a) such first Person directly or indirectly owns or controls at least a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (b) such first Person is a general partner or managing member.
Tangible Personal Property means machinery, equipment, hardware, furniture, fixtures, tools, supplies, accessories and other tangible personal property; provided that Tangible Personal Property shall not include any Technology or Information Technology.
Tax means any tax, assessment, levy or other charge imposed by a Taxing Authority, including any net income, sales, use, ad valorem, gross receipts, value added, profits, license, withholding, payroll, employment, unemployment, social security, excise, severance, premium, property, transfer, stamp, capital stock, environmental, alternative or add-on minimum, occupation and franchise tax, estimated, unclaimed property or property subject to escheat or other tax, together with any interest, penalties and additions to tax imposed with respect to such amounts.
Tax Proceeding means any audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority.
Tax Return means any return, declaration, report, claim for refund, or information return or statement required to be filed with any Taxing Authority relating to Taxes and any amendment thereof.
Taxing Authority means any Governmental Entity responsible for the administration or the imposition of any Tax.
Technology means all technology in whatever form and other tangible embodiments thereof, whether or not embodying Intellectual Property Rights, including documentation, materials, reports, data, databases, Software, algorithms, communication protocols, routines, logic information, protocols, works of authorship, files, devices, hardware, know-how, ideas, concepts, processes, methods, designs, design rules, formulae, recipes, technical information, tools, prototypes, techniques, plans, specifications, discoveries and inventions (whether or not patented or patentable). For the avoidance of doubt, Technology does not include any Intellectual Property Rights.
Transaction Documents means this Agreement, the Assignment and Assumption Agreement and Bill of Sale and the Transition Services Agreement.
Transferred Intellectual Property means (a) the Registered Intellectual Property listed on Section 2.4(b)(i) of the Seller Disclosure Schedules, (b) the Intellectual Property Rights (other than Registered Intellectual Property) that are owned by Seller or its Affiliates as of the Closing and primarily used, primarily held for use or primarily practiced in the operation of the Business and (c) all Intellectual Property Rights owned by Caviar, Inc., excluding, without limitation, the Intellectual Property Rights listed on Section 2.5(b) of the Seller Disclosure Schedules.