Sellers Agent has the meaning set forth in the first paragraph of this Agreement.
Setting Off Party is defined in Section 8.9.
Statement is defined in Section 2.3(b).
Straddle Period is defined in Section 6.5(b).
Straddle Period Returns is defined in Section 6.5(b).
Straddle Period Tax Contest is defined in Section 6.5(c).
Subsidiary means, with respect to any Person, any other Person of which at least a majority of the securities or other interests, having by their terms ordinary voting power to elect a majority of the board of directors of such other Person (or others performing similar functions with respect to such other Person), is directly or indirectly owned or controlled by such first Person or by any one or more of such first Persons Subsidiaries.
Target Net Working Capital is defined in Section 2.3(i).
Tax means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, fine, penalty or similar addition thereto, whether disputed or not.
Tax Return means any return, declaration, report, filing, claim for refund or information return or statement relating to any Tax, including any schedule or attachment thereto and including any amendment thereof.
Third-Party Claim is defined in Section 8.7(a).
Threatened means, with respect to any matter, that a demand, notice or statement has been made or given, orally or in writing, that such matter is being or will be asserted, commenced, taken or otherwise pursued.
Transaction Confidentiality Agreement is defined in Section 6.3(d).
Transaction Deductions means, without duplication, to the extent deductible pursuant to Applicable Law, any and all deductions or losses of the Company for Tax purposes relating to or arising from (a) Transaction Expenses and amounts that would be Transaction Expenses but for the payment thereof prior to the Effective Time; (b) any pay down or satisfaction of Indebtedness; (c) the payment of any fees, expenses, premiums or penalties with respect to the prepayment or satisfaction of Indebtedness or the write-off or acceleration of the amortization of deferred financing costs associated with Indebtedness in connection with the transactions contemplated under this Agreement; (d) any management, consulting, investment banking, legal or advisory fees and other similar items, if any, incurred by the Company in connection with the transactions contemplated by this Agreement; (e) any bonuses, change of control payments or other compensatory amounts payable in connection with the transactions contemplated by this Agreement; or (f) any other deductible payments attributable to the transactions contemplated by this Agreement borne by the Sellers as a direct or indirect reduction to the Purchase Price.