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Seller Security Instruments has the meaning set forth in Section 2.3.6.
Seller TSA means the Seller transition services agreement, dated as of the Effective Date, by and between Seller and Purchaser.
Seller UPE means any Person that is an ultimate parent entity of Seller, as defined in Rule 801.1(a)(3) promulgated under the HSR Act.
Sellers Environmental Escrow Contribution has the meaning set forth in Section 5.8.3.
Service Center means the building known as the service center located at 5300 Cureton Ferry Road, Catawba, South Carolina 29704, as more specifically described in Exhibit A of the SC Lease;
Shortfall has the meaning set forth in Section 6.4.5.
Side Letters means, collectively, those certain letter agreements and memoranda set forth on Schedule 10.1(h).
Signing Deposit means $7,000,000.
Signing Deposit Amount has the meaning set forth in Section 1.11.2.
Stock means all woodchip stock located on the Real Property at Closing.
Straddle Period means any taxable period that begins before, and ends after the Closing Date.
Target Net Working Capital means $61,000,000. For the avoidance of doubt, the calculation of the Target Net Working Capital excluded Accrued Rebates.
Tax or Taxes means any federal, state, local, foreign and other income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, production, net worth, capital gain, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, payroll, withholding, social security (or similar), unemployment, employment, disability, real property, personal property, sales, use, service, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax, fee, assessment or charge in the nature of taxes, including any interest, penalty, or addition thereto, whether disputed or not.
Tax Claim means any written claim with respect to Taxes that, if pursued successfully, could serve as the basis for a claim for indemnification under this Agreement.
Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
Taxing Authority means any Governmental Entity of any United States federal, state or local jurisdiction, or any foreign jurisdiction having or purporting to exercise jurisdiction with respect to any Tax.
Technology means, collectively, all information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, databases, software, firmware, source code, object code, programs, subroutines, architecture, tools, semiconductor chips, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form.