Tax and Taxes means any federal, state, local or foreign taxes, levies, imposts, assessments, duties, customs, fees, impositions or other similar governmental charges, including net income, gross income, gross receipts, estimated, windfall profit, capital stock, severance, property, ad valorem, production, sales, use, value added, license, excise, stamp, transfer, registration, excise, franchise, business occupation, employment, payroll, withholding, social security, alternative or add-on minimum, environmental or any other tax, together with any interest, penalty or addition to tax imposed by any Governmental Entity, whether disputed or not.
Tax Return means any return, report or similar statement filed or required to be filed with respect to any Tax including any information return, claim for refund, amended return or declaration of estimated Tax (including any schedule or attachment thereto).
Trade Secrets means trade secrets and confidential ideas, know-how, concepts, methods, processes, formulae, technology, algorithms, designs, models, reports, data, customer lists, supplier lists, mailing lists, business plans, unpatented inventions, and other proprietary information, all of which derive value, monetary or otherwise, from being maintained in confidence.
Trademarks means United States, state and non-United States trademarks, service marks, trade names, trade dress, designs, logos, slogans, brand names, corporate names, internet domain names, product names, social media identifiers and accounts and registrations and any intent-to-use or similar pending reservations or applications to register the foregoing, and all of the goodwill associated with the foregoing.
Transfer Taxes means all sales, use, value added, documentary, stamp duty, registration, transfer, conveyance, excise, recording, license and other similar taxes and fees, including any interest, penalties, additions to tax or additional amounts in respect of the foregoing.
Each of the following terms is defined in the Section set forth opposite such term:
| || |
| || |
|Agreement || ||Preamble|
|Antitrust Laws || ||Section 3.04(b)|
|Anti-Corruption Laws || ||Section 3.21(a)|
|Bankruptcy and Equity Exception || ||Section 3.03(a)|
|Benefit Protection Period || ||Section 5.11(a)|
|Book-Entry Shares || ||Section 2.01(a)(i)|
|CBA || ||Section 3.13(a)|
|Certificate || ||Section 2.01(a)(i)|
|Certificate of Merger || ||Section 1.03|
|Change of Company Recommendation || ||Section 5.03(b)|
|Closing || ||Section 1.02|
|Closing Date || ||Section 1.02|
I - 12