includes any Trademarks that contain AVAST; provided however, it does not include those Trademarks set forth in Section 2.15(a)(i) of the Disclosure Schedule (which for clarification are included in Transferred Seller IP).
Seller Notice of Disagreement has the meaning set forth in Section 1.5(d)(i).
Seller Permits has the meaning set forth in Section 2.5(b).
Seller Prepared Tax Return has the meaning set forth in Section 5.4(a).
Seller Slovak Affiliate means Avast Slovakia s.r.o., a limited liability company incorporated and existing under the laws of the Slovak Republic, with its seat at Potová 1, ilina 010 08, Slovak Republic, Business ID No. 51 771 748, registered in the Commercial Register maintained by the District Court in ilina, Section Sro, File No. 70355/L.
Seller Transaction Expenses means all fees and expenses incurred by Sellers and the Related Subsidiaries in connection with this Agreement and the other Transaction Documents and the Transactions, including all legal, accounting, financial advisory, investment banking, consulting fees and expenses and other like fees and expenses of third parties incurred by Sellers and the Related Subsidiaries in connection with the negotiation, documentation and effectuation of the terms and conditions of this Agreement and the other Transaction Documents and the Transactions.
Shared Contracts has the meaning set forth in Section 1.2(q).
SIG has the meaning set forth in Section 2.15(g).
Software means all (a) computer programs, firmware, and other software, in each case, whether in source code, object code or other form, including libraries, subroutines and other components thereof; (b) computerized databases and other computerized compilations and collections of data, (c) descriptions, flow-charts, architectures, and other materials used to design, plan, organize and develop any of the foregoing; and (e) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing.
Straddle Period means any taxable period that begins on or before the Closing Date and ends after the Closing Date.
Subsidiary of any Person means any corporation, partnership, limited liability company, association, trust, unincorporated association or other legal entity of which such Person (either alone or through or together with any other Subsidiary), (a) owns, directly or indirectly, more than fifty percent (50%) of the shares of capital stock or other equity interests that are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity, or (b) has the contractual or other power to designate a majority of the board of directors or other governing body (and, where the context permits, includes any predecessor of such an entity).
Systems means the computer, information technology and data processing systems, facilities and services owned or controlled by any Seller, the Company or any of the Related Subsidiaries and used in the conduct of the Business, including all such Software, hardware, networks, communications facilities, platforms and related systems and services.
Tax means (a) all direct and indirect statutory, governmental, U.S. federal, provincial, state, local, municipal, non-U.S. and other taxes, levies, duties, fees, imposts, assessments and charges of any kind whatsoever, including net income, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security, employee-related social charges or contributions, excise, severance, stamp, occupation, premium, property, unclaimed property, escheat, windfall profits, customs duties or other contributions, whether disputed or not, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment of amounts described in clause (a) above whether as a result