Definition of Tax/Employee Benefits Claims

  1. Tax/Employee Benefits Claims means any claims for indemnification submitted by the Company on or prior to the second anniversary of the Closing Date relating to the representations of each Seller (as defined in the Asset Purchase Agreement) in the Asset Purchase Agreement pertaining to tax matters and employee benefit matters governed by ERISA.

Definition of Tax/Employee Benefits Claims in Subordinated Convertible Note

Tax/Employee Benefits Claims means any claims for indemnification submitted by the Company on or prior to the second anniversary of the Closing Date relating to the representations of each Seller (as defined in the Asset Purchase Agreement) in the Asset Purchase Agreement pertaining to tax matters and employee benefit matters governed by ERISA.