Solvent means, that, as of any date of determination, (i) the fair value of the assets of Buyer and the Company Group on a consolidated basis, as of such date, exceeds the sum of all Liabilities of Buyer and the Company Group, including contingent and other Liabilities, as of such date, (ii) the fair saleable value of the assets of Buyer and the Company Group on a consolidated basis, as of such date, exceeds the amount that will be required to pay the probable Liabilities of Buyer and the Company Group on their existing debts (including contingent Liabilities) as such debts become absolute and matured, and (iii) Buyer and the Company Group on a consolidated basis will not have, as of such date, an unreasonably small amount of capital for the operation of the business in which they are engaged or will be engaged following such date.
Straddle Period means any Tax period that begins on or before and ends after the Closing Date.
Subsidiaries of any particular Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than fifty percent (50%) of the voting power or equity is owned or controlled directly or indirectly by such Person, or one or more of the Subsidiaries of such Person, or a combination thereof.
SVB Sublease means that certain Sublease, dated September 16, 2016, by and between Neustar, Inc. and SVB Financial Group, as amended by that certain First Amendment to Sublease, dated July 1, 2017.
Target Working Capital means $34,862,113.
Tax or Taxes means any federal, state, local or foreign taxes, charges, fees, levies or other similar assessments imposed by a Taxing Authority, including any income, gross receipts, payroll, employment, excise, severance, stamp, occupation, windfall, profits, customs, capital stock, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum, escheat and unclaimed property, estimated or other tax of any kind, and any interest or penalties with respect to the foregoing.
Tax Returns means returns, declarations, reports, claims for refund, information returns or other documents or statements related to Taxes (including any related or supporting schedules, statements or information, and including any amendments thereof) filed or required to be filed in connection with the determination, assessment, imposition, or collection of Taxes of any Party or the administration of any Laws, regulations or administrative requirements relating to any Taxes.
Taxing Authority means any Governmental Entity having jurisdiction over the assessment, determination, collection or imposition of any Tax.
Trademarks has the meaning set forth in the definition of Intellectual Property.
Transaction Expenses means, to the extent not paid prior to Closing, without duplication, (a) all fees, costs and expenses (including fees, costs and expenses of third-party advisors, legal counsel, investment bankers, accountants, consultants, service providers or other representatives) incurred by the Company Group through the Closing in connection with the negotiation of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby, (b) any retention, severance, transaction, change in control, or similar bonuses payable by any member of the Company Group to any current or former employee, officer, director of (or service provider to) the Company Group as a result of the consummation of the transactions contemplated by this Agreement, as well as the employers portion of any payroll, employment, social security, Medicare, national insurance contributions, unemployment or other similar Taxes or similar obligations (determined without regard to