TSC TAXES definition
TSC TAXES means any Taxes (excluding Restructuring Taxes) that are attributable to the Retained Business. For purposes of the foregoing, Taxes shall be deemed attributable to the Retained Business to the extent such Taxes are imposed as a result of (i) Tax Items of each foreign member organized under the laws of France or the United Kingdom to the extent directly related to the Retained Business, (ii) Tax Items of each U.S. member of the TSC Group or the eLoyalty Group directly related to the Retained Business, or (iii) the portion of Tax Items of U.S. members not directly related to either the eLoyalty Business or the Retained Business corresponding to the proportion of the aggregate revenues of the U.S. members attributable to the Retained Business relative to the aggregate revenues of the U.S. members attributable to either the eLoyalty Business or the Retained Business for the fiscal (accounting)