Common use of Definition of Taxes Clause in Contracts

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, customs, 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 entity or of 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)

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Definition of Taxes. For the all purposes of and under 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 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 entity or of a consolidated or unitary group for which there is joint and several liabilityentity.

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 of a consolidated or unitary group for which there is joint and several liabilitytransferor entity.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Extended Systems Inc), Agreement and Plan of Reorganization (Palm Inc)

Definition of Taxes. For the purposes of this Agreement, ------------------- "Tax" or or, collectively, "Taxes" refers to ", means any and all federal, state --- ----- state, local and foreign taxes, assessments and other governmental charges, customs, duties, impositions, 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 entity or of a consolidated or unitary group for which there is joint and several liabilityentity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level 8 Systems)

Definition of Taxes. For the all purposes of and under this Agreement, "Tax" “Tax ” or "Taxes" “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 of a consolidated or unitary group for which there is joint and several liabilityentity.

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, collectively, a "Taxes" refers to ", means any and all federal, state state, local and foreign ----- taxes, assessments and other governmental charges, customs, duties, impositions, 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 entity or of a consolidated or unitary group for which there is joint and several liabilityentity.

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" 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 of a consolidated or unitary group for which there is joint and several liabilitytransferor 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 ------------------- --- "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 Taxes of a predecessor entity or of a consolidated or unitary group for which there is joint and several liabilitytransferor 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 "Taxes" refers to any and all United States 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 of a consolidated or unitary group for which there is joint and several liabilityentity.

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 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 of a consolidated or unitary group for which there is joint and several liabilityentity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sagent Technology Inc)

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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 Taxes of a predecessor entity or of a consolidated or unitary group for which there is joint and several liabilityentity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Microchip Technology Inc)

Definition of Taxes. For the --------------------------------- ------------------- purposes of this Agreement, "Tax" or or, collectively, "Taxes" refers to ", means any and all --- ----- federal, state state, local and foreign taxes, assessments and other governmental charges, customs, duties, impositions, 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 entity or of a consolidated or unitary group for which there is joint and several liabilityentity.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Context Integration 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 Taxes of a predecessor entity or of a consolidated or unitary group for which there is joint and several liabilitytransferor 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 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 of a consolidated or unitary group for which there is joint and several liabilityentity.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tibco Software Inc)

Definition of Taxes. For the all purposes of and under 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 of a consolidated or unitary group for which there is joint and several liability.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Callisto Pharmaceuticals Inc)

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