Entity, and (iii) any transferee liability in respect of any items described in clauses (i) and (ii) payable by reason of Contract, assumption, transferee liability, operation of law,
Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision) or otherwise.
Tax Contest has the meaning set forth in Section 7.10(c).
Taxing Authority means a Governmental Entity responsible for the administration, determination, assessment and collection
of Taxes.
Technology means (a) all (i) Software and other works of authorship (including software, firmware,
and middleware in source code and executable code form, architecture, databases, plugins, libraries, APIs, interfaces, algorithms, models, reference designs, and documentation); (ii) inventions (whether or not patentable), designs, discoveries
and improvements; (iii) proprietary, confidential and/or technical data and information, Trade Secrets and know how; (iv) databases, data compilations and collections, and customer and technical data, (v) methods and processes, and
(vi) devices, prototypes, designs, specifications and schematics and (b) tangible items constituting, disclosing, embodying or from which any Intellectual Property was derived, including all versions thereof.
Threshold has the meaning set forth in Section 10.1(d).
Trade Secrets means (i) all know-how, proprietary, confidential and/or non-public information, however documented and whether or not documented, and (ii) all trade secrets within the meaning of Applicable Law. The term Trade Secrets includes concepts, ideas, knowledge,
rights in research and development, financial, marketing and business data, pricing and cost information, plans (including business and marketing plans), algorithms, formulae, inventions, processes, techniques, technical data, designs, drawings
(including engineering and auto-cad drawings), specifications, databases, blue prints, and customer and supplier lists and information, in each case that has or derives economic value, actual or potential, as
a result of being a secret and not known to the public, whether patentable or not and whether or not reduced to practice.
Trademarks means all (i) trademarks, service marks, logos, insignias, designs, trade dress, symbols, trade names and
fictitious business names, emblems, signs, insignia, slogans, other similar designations of source or origin and general intangibles of like nature (including all applications and registrations for each of the foregoing and including unregistered
trademarks), and (ii) all goodwill associated with or symbolized by any of the foregoing.
Transaction Documents
means this Agreement and each other certificate, schedule, agreement or document delivered pursuant to this Agreement, the Restructuring Documents, the Escrow Agreement, and the Non-Competition and Non-Solicitation Agreements.
Transaction Expenses means any fee, cost, expense,
payment, expenditure, liability (contingent or otherwise) or obligation of the Company (whether incurred prior to or on the date of the Agreement, between the date of the Agreement and the Closing, or at or after the Closing), and including any fees
and expenses of legal counsel, accountants and tax advisors, the amount of fees and expenses payable to financial and tax advisors, investment bankers and brokers of the Company, and any such fees and expenses incurred by the Seller, the
Shareholders or the Companys employees, paid for or to be paid for by the Company, that: (a) relates directly or indirectly to (i) the proposed disposition of all or a portion of the business of the Company, or the process of
identifying, evaluating
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