“Tax” or “Taxes” means any and all: (a) taxes, charges, withholdings, fees, levies, imposts, duties and governmental fees or other like assessments or charges of any kind whatsoever, imposed by any federal, state, provincial, local or foreign or other Taxing Authority (including those related to income, net income, gross income, receipts, capital, windfall profit, severance, property (real and personal), production, sales, goods and services, use, business and occupation, license, excise, registration, franchise, employment, unemployment, payroll (including social security contributions), deductions at source, withholding, alternative or add-on minimum, intangibles, ad valorem, transfer, gains, capital gains, stamp, customs, duties, estimated, transaction, title, capital, paid-up capital, profits, premium, value added, recording, inventory and merchandise, business privilege, federal highway use, commercial rent or environmental tax, and any Liability under unclaimed property, escheat, or similar Laws), in each case, whether disputed or not; (b) interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with (i) any item described in clause (a), or (ii) the failure to comply with any requirement imposed with respect to any Tax Return; and (c) Liability in respect of any items described in clause (a) and/or (b) payable by reason of Contract, assumption, transferee, successor or similar liability (including bulk transfer or similar Laws), operation of Law (including pursuant to Treasury Regulations Section1.1502-6 or otherwise).
“Tax Contest” shall have the meaning set forth in Section 8.08(g) herein.
“Tax Return” means all returns, declarations, reports, estimates, information returns and statements filed or required to be filed in respect of any Taxes, including any additional or supporting material or election forms and any amendments thereof or supplements thereto.
“Taxing Authority” means any Governmental Authority, or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or other imposition of Taxes.
“Third Party Claim” shall have the meaning set forth in Section 7.03(b) herein.
“Transaction Documents” means this Agreement, the Escrow Agreement, the Standstill Agreement, the Key Employee Employment Agreement, the Seller Closing Certificate, the Buyer Closing Certificate and each of the other documents, instruments and certificates to be delivered at the Closing pursuant to the terms of this Agreement.
“Transaction Expenses” shall have the meaning set forth in Section 8.07 herein.
“Treasury Regulations” means the federal Tax regulations promulgated under the Code, and including corresponding provisions of succeeding regulations.
“[***] Agreement” means the Distribution Agreement, dated [***], by and between Interwork Technologies, Inc. an Ontario corporation and [***], as amended, restated, modified and supplemented from time to time.
“[***] Gross Profit” shall have the meaning set forth on Schedule 1.01(b) attached hereto and incorporated by reference herein. Schedule 1.01(b) shall be prepared in accordance with Company Accounting Principles.
“US Balance Sheet” means the unaudited balance sheet of US Company at the Balance Sheet Date, as prepared in accordance with Company Accounting Principles.
“US Closing Balance Sheet” shall have the meaning set forth in Section 2.04(a) herein.