Refund Items definition
Refund Items means all refunds, claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment that relate to the Business.
Refund Items means all refunds (other than any Tax refunds attributable to the Business and/or the Purchased Assets for any Pre-Closing Tax Period), claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment that relate to the Business. “Replacement Contract” shall have the meaning set forth in Section 5.5. “Resolution Period” shall have the meaning set forth in Section 2.8(c). “Restrictive Covenant Agreements” shall mean the Restrictive Covenant Agreement of each of Seller and tronc, Inc., Tribune Publishing Company, LLC and troncX, Inc., in substantially the form attached as Exhibit F to be executed and delivered at the Closing. “Returns” shall mean all returns, reports, statements, notices, forms or other documents or information required to be filed with any U.S. Taxing Authority or foreign taxing authority in connection with the determination, assessment, collection or payment of any Taxes or in connection with the administration, implementation or enforcement of or compliance with any legal requirement relating to any Tax. “SEC” shall have the meaning set forth in Section 3.2. “Seller” shall have the meaning set forth in the preamble. 8 “Seller’s knowledge,” “knowledge of Seller” and words of similar import shall mean (a) the actual knowledge of any of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, after conducting a reasonable inquiry of employees of the Business having responsibility for such fact or matter or having access to the relevant information and, in the event such reasonable inquiry is not conducted, the knowledge that any of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, would have had if such reasonable inquiry were conducted, and (b) the actual knowledge of any of Alessio Nasini, ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, without further inquiry. “Seller Guarantor” shall have the meaning set forth in the preamble. “Seller Indemnified Parties” shall have the meaning set forth in Section 8.2. “Seller Protected Parties” shall have the meaning set forth in Section 10.18. “Software” means any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code or other form; (b) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; (c) data, databases and compilations of data, whether machine readable or otherwise; and (d) documentation and othe...