workers compensation, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), commercial rent, financial transaction, stamp, stamp duty, environmental, windfall profit, unclaimed property, escheat, and other tax of any kind, and any other similar fees, governmental charges, levies, excises, duties or assessments of any kind whatsoever, together with any interest, penalty, or addition thereto under applicable Law and (ii) any penalty (and interest with respect thereto) imposed for the failure to timely and properly file any Tax Return.
Tax Law means all former or currently applicable Laws relating to or regulating the assessment, determination, reporting, collection or imposition of Taxes.
Tax Return means any report, return, declaration, statement, information return, claim for refund, declaration of estimated payments, or other document, together with any schedule and attachment thereto and any amendment thereof, filed or, under applicable Tax Law, required to be filed, in each case with any Taxing Authority in connection with Taxes.
Tax Sharing Agreement means any Tax allocation, apportionment, sharing, or indemnification agreement or arrangement, other than any agreement that is (i) pursuant to an ordinary-course commercial Contract the primary purpose of which does not relate to Taxes or (ii) solely among the Company and its Subsidiaries.
Taxing Authority means any Governmental Authority having jurisdiction over or responsible for the assessment, determination, reporting, collection or administration of Taxes.
Termination Condition has the meaning set forth in Annex I.
Third Party means any Person, including as defined in Section 13(d) of the 1934 Act, other than Parent or any of its Affiliates.
Trade Secrets means trade secrets and all other confidential know-how and confidential information and rights in any jurisdiction (domestic and foreign), including confidential recipes, ideas, formulae, formulations, compositions, specifications, techniques, data, results, methods, processes, schematics, prototypes, models, designs, customer lists and supplier lists.
Trademarks means trademarks, service marks, trade names, business marks, brand names, certification marks, trade dress, logos, corporate names, trade styles, domain names and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and applications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application.
Treasury Regulations means the regulations promulgated under the Code by the IRS.
Trustee means the trustee under the Convertible Notes Indenture.
Willful Breach means a partys knowing and intentional material breach (including as a consequence of a purposeful act or failure to act by such party) of any of its representations, warranties, covenants or other agreements, in each case set forth in this Agreement, which material breach is the primary cause of the failure of any of the conditions set forth in Article 10 or Annex I to be satisfied.