Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- or "Taxes" refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 or transferor entity.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Extended Systems Inc)
Definition of Taxes. For the all purposes of and under this Agreement, "“Tax" ------------------- ” or "“Taxes" ” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities other Liabilities relating to taxes, 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 Liability for taxes the foregoing of a predecessor or transferor entity.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Majesco), Agreement and Plan of Merger (Cover All Technologies Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- or "Taxes" refers to any and all federal, state, state local and foreign taxes, assessments and other governmental charges, customs, duties, impositions impositions, and liabilities relating to taxes, 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 or transferor entityof a consolidated or unitary group for which there is joint and several liability.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gti Corp), Agreement and Plan of Merger (Technitrol Inc)
Definition of Taxes. For the all purposes of and under this Agreement, "Tax" ------------------- or "Taxes" refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Sun Microsystems Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" or ------------------- or "Taxes" refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 Taxes of a predecessor or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Agilent Technologies Inc)
Definition of Taxes. For the purposes of this Agreement, "“Tax" ------------------- ” or "“Taxes" ” refers to any and all United States federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 or transferor entity.
Appears in 1 contract
Samples: Capital Stock Purchase Agreement (Amazing Technologies Corp.)
Definition of Taxes. For the --------------------------------- ------------------- purposes of this Agreement, "Tax" ------------------- or or, collectively, "Taxes" refers to ", means any and all --- ----- federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxesliabilities, 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 or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Context Integration Inc)
Definition of Taxes. For the all purposes of and under this Agreement, "“Tax" ------------------- ” or "“Taxes" ” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 or transferor entityentity .
Appears in 1 contract
Samples: Agreement and Plan of Merger (Callisto Pharmaceuticals Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- or --- or, collectively, a "Taxes" refers to ", means any and all federal, state, local and foreign ----- taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxesliabilities, 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 or transferor entity.
Appears in 1 contract
Samples: Asset Purchase Agreement (Convergent Communications Inc /Co)
Definition of Taxes. For the all purposes of and under this Agreement, "Tax" ------------------- “Tax ” or "Taxes" “Taxes ” refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Twin Vee PowerCats, Co.)
Definition of Taxes. For the purposes of this Agreement, "Tax" or ------------------- or --- "Taxes" refers to any and all federal, state, local and foreign taxes, ----- assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 Taxes of a predecessor or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Logitech International Sa)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- or or, collectively, "Taxes" refers to means any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)
Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" ------------------- or or, collectively, "Taxes" refers to ", means any and all federal, --- ----- state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxesliabilities, 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 or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Level 8 Systems)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- or "Taxes" refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 or transferor entity.
Appears in 1 contract
Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" ------------------- or "Taxes" refers to any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities relating to taxes, 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 Taxes of a predecessor or transferor entity.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Microchip Technology Inc)