Definition of Taxes. For all purposes of and under this Agreement, “Tax” or “Taxes” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties and impositions 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, backup withholding and additions imposed with respect to such amounts.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Drone Aviation Holding Corp.), Agreement and Plan of Merger (ComSovereign Holding Corp.), Agreement and Plan of Merger (ComSovereign Holding Corp.)
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” " or “------------------- "Taxes” " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Avanex Corp), Agreement and Plan of Reorganization (Avanex Corp)
Definition of Taxes. For all the purposes of and under this Agreement, the term “Tax” or or, collectively, “Taxes” refers to shall mean any and all federal, state, state and local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization by And (Forbes Medi Tech Inc)
Definition of Taxes. For all the purposes of and under this Agreement, the term “Tax” or or, collectively, “Taxes” refers to shall mean (i) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding and additions imposed with respect to such amounts.gross
Appears in 1 contract
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” or “" or, collectively, "Taxes” refers to ", means any and all federal, state, local and foreign taxes, and similar assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (SCM Microsystems Inc)
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” " or “"Taxes” " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions 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, backup withholding and additions imposed with respect to such amounts.A-8
Appears in 1 contract
Samples: Exhibit 1 Agreement and Plan of Reorganization (Usweb Corp)
Definition of Taxes. For all the purposes of and under this Agreement, “Tax” or “Taxes” refers to any and all federal, state, local and foreign taxes, assessments and other governmental chargesincluding, duties and impositions relating to taxeswithout limitation, including taxes based upon or measured by gross receipts, income, profits, sales, use and use, occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties, backup withholding penalties and additions imposed with respect to any such amounts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ascend Acquisition Corp.)
Definition of Taxes. For all the purposes of and under this Agreement, the term “Tax” or or, collectively, “Taxes” refers to shall mean (i) any and all federal, provincial, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding and additions imposed with respect to such amounts.taxes as
Appears in 1 contract
Definition of Taxes. For all the purposes of and under this Agreement, “Tax” or “Taxes” refers to any and all federal, state, local and foreign taxes, assessments and other governmental chargesincluding, duties and impositions relating to taxeswithout limitation, including taxes based upon or measured by gross receipts, income, profits, sales, use and use, occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties, backup withholding penalties and additions imposed with respect to any such amounts, including any liability of a predecessor entity for any such amounts.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ladenburg Thalmann Financial Services Inc)
Definition of Taxes. For all the purposes of and under this Agreement, “Tax” or or, collectively, “Taxes,” refers to means any and all federal, state, local and foreign taxes, and similar assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sonic Innovations Inc)
Definition of Taxes. For all the purposes of and under this Agreement, “Tax” or “Taxes” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Aclara Biosciences Inc)
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” " or “------------------- "Taxes” " refers to (i) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.,
Appears in 1 contract
Definition of Taxes. For all the purposes of and under this Agreement, “the term "Tax” or “" or, collectively, "Taxes” refers to " shall mean (i) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties and impositions 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, backup withholding and additions imposed with respect to such amounts.,
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coachmen Industries Inc)
Definition of Taxes. For all purposes of and under As used in this AgreementSublease, “Tax” or the term “Taxes” refers shall mean and refer to all real property or real estate taxes, assessments, and other impositions, whether general, special, ordinary, or extraordinary, and of every kind and nature, which may be levied, assessed, imposed upon or with respect to the Project, or any and all federalportion thereof, by any local, state, local and foreign taxes, assessments and other governmental charges, duties and impositions relating or federal entity from time 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, backup withholding and additions imposed with respect to such amountstime.
Appears in 1 contract
Samples: Sublease Agreement (iVOW, Inc.)
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” or “" or, collectively, "Taxes” refers to ," means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amountsadditions.
Appears in 1 contract
Samples: Holdco Stock Purchase Agreement (Scientific Technologies Inc)
Definition of Taxes. For all purposes of and under this AgreementArticle VIII, “Tax” or “the term "Taxes” refers to any and " shall mean all federal, state, local and foreign taxes, assessments and other governmental charges, duties and impositions relating to taxesfees, including taxes based upon levies or measured by gross receiptsother assessments including, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchisewithout limitation, withholding, payrollexcise, recaptureproperty, employmentsale and franchise taxes (including, excise and property taxesin each such case, together with all any interest, penalties, backup withholding and penalties or additions attributable to or imposed on or with respect to any such amountsassessment) imposed by the United States, any state or political subdivision thereof, any foreign government or any other jurisdiction or taxing authority.
Appears in 1 contract
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” or “" ------------------- --- or, collectively, "Taxes” refers to ", means any and all federal, state, local and foreign ----- taxes, assessments and other governmental charges, duties duties, impositions and impositions 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, backup withholding and additions imposed with respect to such amounts.liabilities in the nature of a tax including
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp)
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” " or “"Taxes” " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions 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, backup withholding and additions imposed with respect to such amounts.8
Appears in 1 contract
Definition of Taxes. For all the purposes of and under this Agreement, the term “Tax” or “or, collectively, "Taxes” refers to shall mean (i) any and all federal, state, provincial, local and foreign taxes, assessments taxes and other similar governmental charges, duties and impositions relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, capital and value addedadded goods and services, ad valorem, transfer, franchise, withholding, payroll, social security, unemployment, workers’ compensation, recapture, employment, excise and property taxes, together with all interest, penalties, backup withholding and additions imposed with respect to such amounts.or other taxes of any kind
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Omniture, Inc.)
Definition of Taxes. For all the purposes of and under this Agreement, “"Tax” or “" or, collectively, "Taxes” refers to ", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc)
Definition of Taxes. For all the purposes of and under this Agreement, “------------------- "Tax” " or “"Taxes” " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties duties, impositions and impositions relating to taxesliabilities, 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, backup withholding penalties and additions imposed with respect to such amounts.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Oplink Communications Inc)