Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Zamba Corp), Agreement and Plan of Merger (Neopath Inc), Agreement and Plan of Merger (Autocyte Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, or "Taxes", means " refers to any and all federal, state, local and foreign taxes, assessments and other governmental government charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Ydi Wireless Inc), Agreement and Plan of Merger (P Com Inc), Agreement and Plan of Merger (Ydi Wireless Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, or ------------------- "Taxes", means " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Tibco Software Inc), Agreement and Plan of Reorganization (Netiq Corp), Asset Purchase Agreement (Tibco Software Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, ------------------- or "Taxes", means " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor or transferor entity.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Extended Systems Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, or "Taxes", means " refers to any and all federal, state, state local and foreign taxes, assessments and other governmental charges, customs, duties, impositions impositions, and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entityentity or of a consolidated or unitary group for which there is joint and several liability.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Technitrol Inc), Agreement and Plan of Merger (Gti Corp)
Definition of Taxes. For the all purposes of and under this Agreement, "“Tax" or, collectively, "” or “Taxes", means ” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax other Liabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person Person with respect to such amounts and including any liability Liability for taxes the foregoing of a predecessor entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cover All Technologies Inc), Agreement and Plan of Merger (Majesco)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
Definition of Taxes. For the --------------------------------- ------------------- purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all --- ----- federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Context Integration Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, ------------------- or "Taxes", means " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 1 contract
Definition of Taxes. For the all purposes of and under this Agreement, "Tax" or, collectively, "Taxes", means “Tax ” or “Taxes ” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Twin Vee PowerCats, Co.)
Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" or, collectively, "Taxes", means any and all federal, --- ----- state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Level 8 Systems)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- or, collectively, a "Taxes", means any and all federal, state, local and foreign ----- taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 1 contract
Samples: Asset Purchase Agreement (Convergent Communications Inc /Co)
Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, or ------------------- "Taxes", means " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes Taxes of a predecessor or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Agilent Technologies Inc)
Definition of Taxes. For the all purposes of and under this Agreement, "Tax" or, collectively, or "Taxes", means " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
Definition of Taxes. For the all purposes of and under this Agreement, "“Tax" or, collectively, "” or “Taxes", means ” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entityentity .
Appears in 1 contract
Samples: Agreement and Plan of Merger (Callisto Pharmaceuticals Inc)
Definition of Taxes. For the purposes of this Agreement, "“Tax" or, collectively, "” or “Taxes", means ” refers to any and all United States federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 1 contract
Samples: Capital Stock Purchase Agreement (Amazing Technologies Corp.)
Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", " means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities in the nature of a tax relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)
