Tax Returns means any return, declaration, report, claim for refund, information return or statement, or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, filed or required to be filed with a Governmental Entity of competent jurisdiction relating to Taxes, and any amendments thereof.
Taxes means each of any and all federal, state, county, local, foreign, provincial and non-U.S. taxes, including, for the avoidance of doubt, income, gross income, net income, premium, disability, alternative minimum, stamp, value added, goods and services, rent, franchise, inventory, capital levy, capital gains, net worth, production, fuel, escheat, unclaimed property, transfer, deed, documentary, recording, conveyance, license, real property, personal property, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, lease, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, property (real or personal), windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties with respect thereto and any interest in respect of such additions or penalties.
Termination Fee means $10,895,598.37.
Treasury Regulations means the Treasury regulations promulgated under the Code.
Voting Debt has the meaning set forth in Section 4.02(c).
Water Rights means the collective of all the Arizona Water Rights, Colorado Water Rights, Nevada Water Rights, and New Mexico Water Rights.
Willful Breach means a deliberate act or a deliberate failure to act (including a failure to cure) by the Company, Parent or Merger Sub, as the case may be, which act or failure to act constitutes in and of itself a material breach of any agreement or covenant in this Agreement, regardless of whether breaching this Agreement was the object of the act or failure to act (it being agreed by the Parties that Merger Subs failure to purchase all Shares validly tendered (and not validly withdrawn) when required to do so in accordance with the terms of this Agreement shall be deemed to be a Willful Breach).
Section 9.02 Interpretation; Construction.
(a) The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, Exhibit, Article, or Schedule, such reference shall be to a Section of, Exhibit to, Article of, or Schedule of this Agreement unless otherwise indicated. Unless the context otherwise requires, references herein: (i) to an agreement, instrument, or other document mean such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (ii) to a statute mean such statute as amended from time to time and include any successor legislation thereto and any regulations promulgated thereunder. Whenever the words include, includes, or including are used in this Agreement, they shall be