Seller 2019 Bonus Payments has the meaning set forth in Section 6.03(a).
Seller 401(k) Plan has the meaning set forth in Section 6.03(h)(i).
Specified Actions has the meaning set forth in Section 3.12(a).
Software means computer software or firmware in any form, including object code, source code, computer instructions, commands, programs, modules, routines, procedures, rules, libraries, macros, algorithms, tools, and scripts, and all documentation of or for any of the foregoing.
Subsidiary means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, trust, estate, association, unincorporated organization or other entity of which such specified Person, at the time, directly or indirectly through one or more Subsidiaries (i) owns at least 50% of the issued and outstanding capital stock having ordinary voting power to elect a majority of the board of directors or other governing body, (ii) holds at least 50% of the interest in the capital or profits of such partnership, limited liability company, or joint venture or (iii) hold at least 50% of the beneficial interest in the trust, estate, unincorporated organization or other entity is at the time directly or indirectly owned or controlled through one or more intermediaries by such Person. For the avoidance of doubt, the Transfer Sub is a Subsidiary of the Company.
Subsidiary Seller has the meaning set forth in the Equity Purchase Agreement.
Systems means servers, hardware systems, databases, circuits, networks and other computer and telecommunications assets and equipment.
S-X Financial Statements has the meaning set forth in Section 6.13(b)(i).
Tax Action has the meaning set forth in Section 3.17(c).
Tax Return means any return, declaration, report, claim for refund, information return or statement or other document filed or required to be filed with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
Taxes means (i) all federal, state, local, foreign and other governmental tax jurisdictions income, gross receipts, sales, use, gaming, gains, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, social security (or similar, including FICA), disability, environmental, capital stock, stamp, occupation, premium, property (real or personal), value added, alternative or add-on minimum, real property gains, windfall profits, customs, duties, or other governmental taxes, fees, assessments or charges of any kind whatsoever, including any liability under unclaimed property, escheat or similar Laws, together with any interest, additions or penalties and any interest in respect of such additions or penalties, and (ii) liability in respect of any items described in clause (i) payable by reason of being a member of an affiliated, consolidated, combined or unitary group, contract (including any tax sharing, allocation or indemnity agreement), assumption, transferee, successor or similar liability, or operation of law.