Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- or, collectively, "Taxes," means (i) 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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 16 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" ------------------- --- or, collectively, "Taxes," ", means (i) 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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: Share Acquisition Agreement (Mediaplex Inc), Merger Agreement (Gateway International Holdings Inc), Merger Agreement (Gateway International Holdings Inc)
Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" ------------------- --- or, collectively, "Taxes," ", means (i) any and all federal, state, local and --- ----- foreign taxes, and similar 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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 2 contracts
Samples: Stock Purchase Agreement (Somera Communications Inc), Agreement and Plan of Reorganization (Splash Technology Holdings Inc)
Definition of Taxes. For the purposes of this Agreement, the term ------------------- "Tax" ------------------- --- or, collectively, "Taxes," means shall mean (i) 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; , (ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; , and (iii) any liability for the payment of any amounts of the type described in clause clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person or as a result of 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 2 contracts
Samples: Merger Agreement (Lantronix), Merger Agreement (Krooss John)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- or, collectively, "Taxes," ", means (i) 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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 2 contracts
Samples: Merger Agreement (Looksmart LTD), Share Acquisition Agreement (Concentric Network Corp)
Definition of Taxes. For the purposes of this Agreement, the term "Tax" ------------------- --- or, collectively, "Taxes," means shall mean: (i) 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; (ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person or as a result of 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: Merger Agreement (Xicor Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- or, collectively, "Taxes," means (i) 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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 entity.
Appears in 1 contract
Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" ------------------- --- or, collectively, "Taxes," means (i) 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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 (Failure Group Inc)
Definition of Taxes. For the purposes of this Agreement, the ------------------- term "Tax" ------------------- --- or, collectively, "Taxes," means shall mean (i) 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; , (ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; , and (iii) any liability for the payment of any amounts of the type described in clause clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person or as a result of 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 (Centillium Communications Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- or, collectively, or "Taxes," means refers to (i) any and all United States federal, state, local and ----- foreign taxes, assessments and other governmental charges, duties, impositions and liabilitiesliabilities relating to taxes, including but not limited to 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 taxestaxes (whether imposed directly or through withholding), together with all interest, penalties and additions imposed with respect to such amounts; , (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, affiliated consolidated, combined or unitary group for any period; group, and (iii) any liability for the payment of any amounts of the type described in clause clauses (i) or and (ii) as a result of any express or implied obligation to indemnify any other another person or as a result of 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: Merger Agreement (Yahoo Inc)
Definition of Taxes. For the purposes of this Agreement, the term "Tax" ------------------- --- or, collectively, "Taxes," means shall mean: (i) 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; , (ii) any liability for the payment of any amounts of the type described in clause (i) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; , and (iii) any liability for the payment of any amounts of the type described in clause clauses (i) or (ii) above as a result of any express or implied obligation to indemnify any other person or as a result of 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: Merger Agreement (Xicor Inc)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- or, collectively, "Taxes," means (i) any and all federal, state, local and ----- foreign taxes, assessments and other governmental charges, duties, impositions and liabilitiesliabilities in the nature of 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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.. 15 21 (b)
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 (i) 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, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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 (Proxim Inc /De/)
Definition of Taxes. For the purposes of this Agreement, "Tax" ------------------- --- ----- or, collectively, "Taxes," means (i) 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; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of 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