Supply Agreement has the meaning set forth in Section 3.4(a)(vii).
Target Working Capital means the target Working Capital of the Cariflex Business equal to $39,345,509.
Tax means (a) any country, state, local, or other tax, charge, fee, duty (including customs duty), levy or assessment, including any income, gross receipts, net proceeds, alternative or add-on minimum, corporation, ad valorem, turnover, real property, personal property (tangible or intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental, capital stock, capital duty, disability, estimated, escheat, gains, wealth, welfare, employees income withholding, other withholding, unemployment or social security, housing fund contributions, social security contributions, retirement savings fund contributions or other tax or contributions of whatever kind (including any fee, assessment or other charges in the nature of or in lieu of any tax) that is imposed by any Governmental Authority, (b) any interest, fines, penalties or additions resulting from, attributable to, or incurred in connection with any item described in provision (a) of this definition or any related contest or dispute or any failure to timely or properly file any Tax Return, and (c) any obligations to indemnify or otherwise pay, assume or succeed to the Tax Liability of any other Person.
Tax Attributes means any net operating loss, net capital loss, investment tax credit, foreign tax credit, charitable deduction or any other credit or tax attribute that could be carried forward or back to reduce Taxes (including deductions and credits relating to alternative minimum Taxes).
Tax Contest means an audit, claim, demand, dispute, or Proceeding relating to Taxes.
Tax Refund has the meaning set forth in Section 9.6.
Tax Return means any report, return, filing, declaration, claim for refund, or information return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
Technical Services Agreement has the meaning set forth in Section 3.4(a)(ix).
Technology License Agreement has the meaning set forth in Section 3.4(a)(iii).
Termination Fee has the meaning set forth in Section 8.3.
Third Party means any Person other than Seller, Purchaser or their respective Affiliates.
Third Party Claim has the meaning set forth in Section 10.4(a).