Common use of Definition of Taxes Clause in Contracts

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 20 contracts

Samples: Employment Continuation Agreement (Sanctuary Woods Multimedia Corp), Asset Purchase Agreement (CKS Group Inc), Supplemental Agreement (Audio Book Club Inc)

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Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", ," means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 10 contracts

Samples: Escrow Agreement (American Business Information Inc /De), Agreement and Plan of Reorganization (Simplex Solutions Inc), Agreement and Plan of Reorganization (Digitalthink Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 4 contracts

Samples: Stockholders Agreement (Genstar Therapeutics Corp), Agreement and Plan of Merger and Reorganization (Comscore, Inc.), Agreement and Plan of Reorganization (Tarantella Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax," or, collectively, or collectively "Taxes", ," means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Zapworld Com), Agreement and Plan of Reorganization (Zapworld Com), Agreement and Plan of Reorganization (Zapworld Com)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", ,” means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Vital Living Inc), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", " means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 exercise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Adknowledge Inc), Agreement and Plan of Reorganization (Corsair Communications Inc), Agreement and Plan of Merger (Intervisual Books Inc /Ca)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilitiesliabilities (if any), 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 and additions imposed with respect to such amounts and any obligations under any agreements agreement or arrangements arrangement with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.. (b)

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, a "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Scientific Technologies Inc)

Definition of Taxes. For the purposes of this Agreement, a "Tax" or, collectively, "Taxes", ," means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, liabilities 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Serviceware Com Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- or, collectively, "Taxes", " means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 exercise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Synbiotics Corp)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "” or “Taxes", means ” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilitiesliabilities relating to taxes, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, valorem transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rapid Link Inc)

Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" or, collectively, "Taxes", " means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 exercise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Exhibit 99 (Synbiotics Corp)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other similar governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Electronic Transmission Corp /De/)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", ,” means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

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Definition of Taxes. For the purposes of this Agreement, a "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Socket Communications Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilitiesliabilities imposed by any governmental entity, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Simulation Sciences Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", ,” means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.. (b) Tax Returns and Audits. Except as set forth on Schedule 2.8:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, or "Taxes", means " refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilitiesliabilities relating to taxes, including taxes based upon or measured by gross receipts, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Learmonth & Burchett Management Systems PLC \England\)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", " means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, occupations and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Homco Puerto Rico Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", ,” means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.. (b) Tax Returns and Audits. Except as set forth in Schedule 2.8:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, "Taxes", means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person Person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" or, collectively, or "Taxes", means " refers to any and all federal, state, local and foreign taxestaxes imposed upon the Company and each of its Subsidiaries, assessments and other governmental chargesincluding, dutieswithout limitation, impositions and liabilities, 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 and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other person with respect to any such amounts and including any liability for taxes of a predecessor entityentity for any such amounts.

Appears in 1 contract

Samples: Securities Purchase Agreement (Multi Link Telecommunications Inc)

Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- or, collectively, "Taxes", means any and all federal, state, local and foreign ----- taxes, assessments and other governmental charges, duties, impositions duties and liabilitiesimpositions, 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 and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

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