auditors reports thereon, together with drafts of customary comfort letters that Matrixs, the Companys, any of their Subsidiaries and the SpinCo Entities independent accountants, as applicable, are prepared to deliver upon the pricing and closing of any offering of securities as part of the Parent Financing.
SpinCo Liabilities shall have the meaning set forth in the Separation and Distribution Agreement.
Subsidiary means, with respect to any Person, any other Person (other than a natural Person) of which securities or other ownership interests (a) having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions or (b) representing more than 50% such securities or ownership interests are at the time directly or indirectly owned by such Person.
Takeover Statutes means any business combination, control share acquisition, fair price, moratorium or other takeover or anti-takeover statute or similar Law.
Tax means any tax, including gross receipts, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, employment, capital, goods and services, gross income, business, environmental, severance, service, service use, unemployment, social security, national insurance, stamp, custom, excise or real or personal property, alternative or add-on minimum or estimated taxes, or other like assessment or charge, together with any interest, penalty, addition to tax or additional amount imposed with respect thereto, whether disputed or not.
Tax Matters Agreement means the Tax Matters Agreement as defined in the Hawkeye Merger Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time after the date hereof in accordance with the terms of this Agreement.
Tax Return means any report, return, declaration or statement with respect to Taxes, including information returns, and in all cases including any schedule or attachment thereto or amendment thereof.
Taxing Authority means any Governmental Authority responsible for the imposition of any Tax (domestic or foreign).
Third Party means any Person other than Parent, the Company or any of their respective Affiliates.
Transition Services Agreement means the Transition Services Agreement as defined in the Hawkeye Merger Agreement, as amended on September 30, 2021 and as the same may be amended, restated, supplemented or otherwise modified from time to time after the date hereof in accordance with the terms of this Agreement.
Treasury Regulations means the regulations promulgated under the Code.
UK Pension Deeds means in relation to the IPC Media Pension Scheme, all other deeds and other instruments establishing, governing or amending the IPC Media Pension Scheme, including without limitation the Deed of Variation dated as of April 4, 2014, the Deed of Variation dated as of November 28, 2016, the Deed of Amendment dated as of February 26, 2018 and the Deed of Guarantee.
Willful Breach means, with respect to any representation, warranty, agreement or covenant, a material breach that is the consequence of an action or omission by the breaching Party with actual knowledge (which shall be deemed to include knowledge of facts that a Person acting reasonably should have, based on reasonable due inquiry) that such action or omission is, or would reasonably be expected to be or result in, a breach of such representation, warranty, agreement or covenant, regardless of whether breaching this Agreement was the object of the action or omission; it being understood that such term shall include, in any event, the failure to consummate the Merger when required to do so by Section 2.2 of this Agreement.