Target H&N Working Capital Amount means the applicable amount set forth on Section 1.1-NWC of the Fermat Disclosure Schedule.
Target H&N Working Capital Amount means the applicable amount set forth on Section 1.1-NWC of the Fermat Disclosure Schedule. “Tax” means all taxes of any kind, and all duties, assessments, levies, impost or other like governmental charges, including any federal, state, local or foreign income, estimated, sales, use, ad valorem, receipts, value added, goods and services, profits, license, withholding, payroll, employment, unemployment, excise, premium, property, customs duty, net worth, capital gains, transfer, stamp, documentary, social security (or similar), environmental, alternative or add-on minimum, or occupation taxes, together with all interest, penalties and additions imposed with respect to such amounts. “Tax Claim” means any claim with respect to Taxes made by any Taxing Authority that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under Article VI. “Tax Proceeding” means any audit, examination, contest, litigation or other Proceeding with or against any Taxing Authority. “Tax Return” means any return, declaration, report, claim for refund or information return or statement filed or required to be filed with any Taxing Authority relating to Taxes, including any amendment thereof or schedule thereto. “Taxing Authority” means any Governmental Entity responsible for the administration or the imposition of any Tax. “Trademarks” means any trademarks, service marks, trade names, domain names, social media addresses, service names, trade dress and logos, including all goodwill associated therewith, in each case whether or not registered, and registrations and applications for registration thereof, and all reissues, extensions and renewals of any of the foregoing. “Transfer Regulations” means any Law implementing Council Directive 77/187/EEC as amended by Council Directive 90/50/EC and any legislation in any jurisdiction which provides for the automatic transfer of employment in the event of a transfer of a business or services.