Tax (and with the correlative meaning Taxes) means
(a) any U.S. federal, state, local or foreign net income, franchise, gross income, sales, use, value added, goods and services, ad valorem, turnover, real property, personal property, gross receipts, net proceeds, license, capital
stock, payroll, employment, unemployment, disability, customs duties, unclaimed property, withholding, social security (or similar), excise, severance, transfer, alternative or add-on minimum, stamp,
estimated, registration, fuel, occupation, premium, environmental, excess profits, windfall profits taxes or other tax of any kind and similar charges, fees, levies, imposts, duties, tariffs, licenses, escheat or other assessments, together with any
interest and any penalties, additions to tax or additional amounts imposed with respect thereto by any Taxing Authority or Governmental Entity, (b) any liability for payment of amounts described in clause (a) whether
as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period, transferor liability, successor liability or otherwise through operation of Law and (c) any liability for the
payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person.
Tax Return means any return, report, declaration, election, estimate, information statement, claim for refund or other
document (including any related or supporting information and any amendment to any of the foregoing) filed or required to be filed with respect to Taxes.
Taxing Authority means, with respect to any Tax, the Governmental Entity that imposes such Tax and the agency (if any)
charged with the collection of such Tax for such Governmental Entity.
Technology means, collectively, designs,
formulae, algorithms, procedures, methods, techniques, ideas, know-how, results of research and development, Software, tools, data, inventions, apparatus, creations, improvements, works of authorship and other
similar materials, all recordings, graphs, drawings, analyses, and any other embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used, incorporated or embodied in or displayed by
any of the foregoing or used in the design, development, reproduction, sale, marketing, maintenance or modification of any of the foregoing.
Trade Secrets has the meaning set forth in the definition of Intellectual Property.
Trademarks has the meaning set forth in the definition of Intellectual Property.
Transactions has the meaning set forth in the Recitals.
U.S. means the United States of America.
Unvested CVR has the meaning set forth in Section 2.7(a).
Unvested In-the-Money Options has the
meaning set forth in Section 2.7(a).
Vested CVR has the meaning set forth in
Section 2.7(a).
Vested
In-the-Money Option has the meaning set forth in Section 2.7(a).
Willful Breach means with respect to any breaches or failures to perform any of the covenants or other agreements contained
in this Agreement, a material breach that is a consequence of an act or failure to act undertaken by the breaching party with actual knowledge or constructive knowledge (which shall be deemed to include knowledge of facts that a Person acting
reasonably should have known, based on reasonable due inquiry) that such partys act or failure to act would, or would reasonably be expected to, result in or constitute a breach of this Agreement. The term Willfully Breached
shall be construed accordingly.
Willful Breach Damages has the meaning set forth in
Section 9.2.
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