Subsidiary Securities has the meaning set forth in Section 2.5(b).
Target Closing Working Capital means $113,900,000; provided, that, if required by Section 10.1(a) of the Seller Disclosure Letter, Target Closing Working Capital shall be $98,900,000.
Target Companies has the meaning set forth in the Recitals.
Target Company Confidential Information has the meaning set forth in Section 4.23(e).
Tax means any federal, state, local or foreign income, alternative, minimum, accumulated earnings, personal holding company, franchise, capital stock, profits, windfall profits, escheat, abandoned and unclaimed property, gross receipts, sales, use, value-added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental, real property, personal property, ad valorem, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers compensation, withholding, estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest and penalties thereon, additions to tax or additional amounts imposed with respect thereto).
Tax Matters has the meaning set forth in Section 5.4(a).
Tax Return means any federal, state, local or foreign tax return, declaration, statement, report, schedule, form or information return relating to Taxes, including any schedule or attachment thereto and any amendment to any of the foregoing.
Texas Franchise Returns has meaning set forth in Section 5.2(a).
Texas Franchise Tax Matter has the meaning set forth in Section 5.4(a).
Third-Party Claim has the meaning set forth in Section 8.3.
Transaction Expenses means, collectively, the amount of (i) the unpaid fees, commissions, costs or expenses that have been incurred by or on behalf of the Target Companies (A) in connection with the negotiation, execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby, including costs or expenses of any broker, investment banker or financial advisor, attorney, accountant and consultant or (B) in connection with the solicitation of other potential buyers of the Business or consideration of other strategic alternatives, (ii) any sale, transaction, retention, success or change of control payments, bonuses or similar awards or benefits, in each case, granted or provided by or on behalf of Seller or its Affiliates (including the Target Companies prior to Closing) (and, for the avoidance of doubt, excluding those granted by Buyer or its Affiliates), that are due to or that are or become payable to any Company Employee, in whole or in part, as a result of this Agreement and the transactions contemplated hereby (but, for the avoidance of doubt, excluding any severance or other amounts payable to any Company Employee as a result of the termination of such