Subsidiary means, of a specified Person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, or other legal entity of which the specified Person (either alone or through or together with any other Affiliate) owns, directly or indirectly, more than fifty percent (50%) of the voting stock or other Equity Interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body, of such legal entity or of which the specified Person controls the management.
Tax or Taxes means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, withholding, payroll, employment, unemployment, estimated, excise, severance, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or similar charges imposed by any Governmental Authority, together with any interest, additions to tax or penalties imposed with respect thereto.
Tax Return means any return, declaration, report, claim for refund, information return or statement or other document required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
Third Party means any individual, corporation, partnership, limited liability company, trust, unincorporated association, Governmental Authority or other entity or body other than Seller or Buyer or an Affiliate of either of them.
Third Party Claim has the meaning set forth in Section 8.05(b).
Transaction Documents means this Agreement, the Mutual Confidentiality Agreement, the Commercial Agreement, the Bill of Sale and Assignment and Assumption Agreement, the Intellectual Property Assignment, the Transition Services Agreement, the Escrow Agreement and the other agreements, instruments and documents required to be delivered at the Closing.
Transfer Taxes has the meaning set forth in Section 6.09.
Transferred Approvals has the meaning set forth in Section 2.01(c).
Transferred Employees has the meaning set forth in Section 6.02(b).
Transition Services Agreement has the meaning set forth in Section 3.02(a)(iv).
Upfront Purchase Price has the meaning set forth in Section 2.05(a).
WARN Act means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.