(llll) definition
(llll). Shareholders" shall mean the shareholders or partners (including general and limited partners), as the case may be, of each of the Sellers, including the Executive Shareholders, as set forth on SCHEDULE 1.1(LLLL). (mmmm) "Subject Business" shall mean contracting with independent physician delivery systems and third party payors for the management of established independent physician networks (including providing MSO services, quality management, utilization review and claims processing), where the physician providers are compensated on a fee for service basis out of a capitated pool. (nnnn) "Subsidiaries" (or "Subsidiary" as the context may require) shall mean each entity as to which a Person, directly or indirectly, owns or has the power to vote, or to exercise a controlling influence with respect to, 10% or more of the securities of any class of such entity the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person. (oooo) "Tax Returns" shall mean any return, report, information return or other document (including any related or supporting information) filed or required to be filed with any Governmental Authority in connection with the determination, assessment, collection or administration of any Taxes and shall include any amended returns required as a result of any examination adjustments made by the Internal Revenue Service or other Tax authority. (pppp) "Taxes" shall mean for all purposes of this Agreement all taxes however denominated, including any interest, penalties or additions to tax that may become payable in respect thereof, imposed by any Governmental Authority, which taxes shall include, without limiting the generality of the foregoing, all income taxes, payroll and employee withholding taxes, unemployment insurance, social security, sales and use taxes, excise taxes, franchise taxes, gross receipts taxes, occupation taxes, real and personal property taxes, stamp taxes, utility, severance, production, premium, capital stock, license, transfer and transfer gains taxes, workmen's compensation taxes and other obligations of the same or a similar nature, whether arising before, on or after the Closing; and "Tax" shall mean any one of them. (qqqq) "Third Party Payor Agreements" shall mean all agreements listed on SCHEDULE 5.16(A) hereto to which any Seller is a party relating to the furnishing, management or maintenance of, or admi...
(llll). OSHA" means the Occupational Safety and Health Act of 1970, 29 U.S.C. Section 651 et seq.
(llll). Representatives" means a Person's officers, directors, employees, agents, attorneys, accountants, advisors and other authorized representatives.
More Definitions of (llll)
(llll). SEC" shall mean the United States Securities and Exchange Commission. (mmmm) "Securities" shall have the meaning set forth in Recital L. (nnnn) "Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. (oooo) "Securities Partnership" shall have the meaning set forth in Recital B. (pppp) "Securities Transfer" shall have the meaning set forth in Recital B. (qqqq) "Seller" has the meaning set forth in the introductory paragraph of this Agreement. (rrrr) "Subsidiary" means any Person in which the applicable Person has a direct or indirect equity or ownership interest in excess of ten percent (10%). (ssss) "Tax" means any foreign, federal, state, county or local income, sales and use, excise, franchise, real and personal property, transfer, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, severance or withholding tax or charge imposed by any Governmental Entity, and any interest and/or penalties (civil or criminal) or addition to tax related thereto or to the nonpayment thereof. (tttt) "Tax Indemnitees" shall have the meaning set forth in Section 8.1.3. (uuuu) "Tax Proceeding" shall have the meaning set forth in Section 5.4.1. (vvvv) "Tax Return" means a report, return or other information required to be supplied to a Governmental Entity with respect to Taxes including, where permitted or required, combined or consolidated returns for any group of entities that includes the Sellers, P▇▇▇▇▇▇ the Group or Securities Partnership, including any amendments thereof. (wwww) "WARN Act" means the Worker Adjustment and Retraining Notification Act. (xxxx) "W▇▇▇▇ Fargo" shall mean W▇▇▇▇ Fargo Home Mortgage Company.
(llll). Property" has the meaning set forth in Paragraph D of the Recitals.
(llll). Tax" means any federal, state, local or foreign income tax; gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Sec. 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, alternative or add-on minimum or estimated tax; or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.