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 government charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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 Merger (P Com Inc), Agreement and Plan of Merger (Telaxis Communications Corp), Stock Purchase Agreement (Ydi Wireless 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 government governmental charges, duties, impositions and liabilities relating to taxes, in the nature of a tax including taxes based upon or measured by gross receipts, net operating losses, 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 (Zamba Corp), Agreement and Plan of Merger (Neopath Inc), Agreement and Plan of Merger (Autocyte 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 government governmental charges, duties, impositions and liabilities other Liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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.
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 government governmental charges, customs, duties, impositions impositions, and liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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 entityentity 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 (Technitrol Inc), Agreement and Plan of Merger (Gti Corp)
Definition of Taxes. For the purposes of this Agreement, "TaxTAX" or "TaxesTAXES" refers to any and all federal, state, local local, and foreign taxes, assessments assessments, and other government governmental charges, duties, impositions impositions, and liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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 2 contracts
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Petrex Corp)
Definition of Taxes. For the purposes of this Agreement, "Tax" or "Taxes" refers to any and all Australian or United States federal, state, local and foreign taxes, assessments and other government governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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 2 contracts
Samples: Stock Purchase Agreement (Amazing Technologies Corp.), 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 government governmental charges, duties, impositions and liabilities relating to taxes, in the nature of a tax including taxes based upon or measured by gross receipts, net operating losses, 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 2 contracts
Samples: Agreement and Plan of Reorganization (Parametric Technology Corp), Agreement and Plan of Reorganization (Computervision Corp /De/)
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 government governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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, a "Taxes" refers to ", means any and all federal, state, local and foreign ----- taxes, assessments and other government governmental charges, duties, impositions and liabilities relating to taxesliabilities, including taxes based upon or measured by gross receipts, net operating losses, 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 (Convergent Communications Inc /Co)
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 government charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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
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 government governmental charges, duties, impositions and liabilities relating to taxes, in the nature of a tax including taxes based upon or measured by gross receipts, net operating losses, 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 (Softdesk 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 government governmental charges, duties, impositions and liabilities relating to taxesliabilities, including taxes based upon or measured by gross receipts, net operating losses, 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 (Level 8 Systems)
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 government governmental charges, duties, impositions and liabilities relating to taxes, including taxes based upon or measured by gross receipts, net operating losses, 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 or, collectively, "Taxes" refers to ", means any and all --- ----- federal, state, local and foreign taxes, assessments and other government governmental charges, duties, impositions and liabilities relating to taxesliabilities, including taxes based upon or measured by gross receipts, net operating losses, 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 (Context Integration Inc)