Subsidiary means, with respect to any specified Person, any entity of
which the specified Person (either alone or through or together with any other subsidiary of such specified Person) (a) owns, directly or indirectly, more than 50% of the voting stock or other interests, the holders of which are generally
entitled to vote for the election of the board of directors or other applicable governing body of such entity, or (b) controls the management.
Tax means any taxes, contributions, fees, charges or similar taxations (including any interest, fines, monetary correction,
assessments, penalties or additions to tax imposed in connection therewith or with respect thereto) assessed by, imposed by or payable to any Tax Authority, including: (i) taxes imposed on, or measured by, income, franchise, profits or gross
receipts, and (ii) ad valorem, value added, capital gains, sales, goods and services, use, real or personal property, unclaimed property, capital stock, branch, payroll, estimated and other withholding, employment, social security,
unemployment, disability, compensation, utility, severance, production, excise, stamp, occupation, premium, windfall profits, transfer and gains taxes and other taxes of any type or nature, including contributions related to the Mandatory Fund for
Unemployment BenefitFGTS.
Tax Authority means any Governmental Authority responsible for the imposition,
administration, assessment or collection of any Tax or the administration of any Laws relating to Taxes.
Tax Return
means any report, return, declaration, claim for refund, election, disclosure, estimate, information report or return or statement filed with a Tax Authority in connection with Taxes, including any schedule or attachment thereto or amendment
thereof.
Terphane Holdings means Terphane Holdings, LLC, a Delaware limited liability company and the owner of all of
the Capital Stock of Tac II.
Transaction Documents means this Agreement and the other agreements and instruments
delivered pursuant hereto, and each, a Transaction Document.
Transaction Expenses means the
following fees, costs and expenses incurred or subject to reimbursement by either Company, Sellers Parent or any of the Sellers (without duplication), in each case in connection with the transactions contemplated hereby and incurred and not
paid prior to the Closing: (a) any brokerage fees, costs and expenses, commissions, finders fees, costs and expenses or financial advisory fees, costs and expenses; (b) any fees, costs and expenses of counsel, accountants or other
advisors or service providers; (c) all costs and expenses related to the R&W Policy, including the total premium, underwriting costs, brokerage commissions, Taxes in connection with binding the R&W Policy, and other fees and expenses of
such policy, up to a maximum amount of $650,000; and (d) any fees, costs and expenses incurred by, or payment obligations of, either Company and related to any transaction bonus (which, for the avoidance of doubt, include any payments under the
Equity Awards and the Incentive Agreements that are due upon Closing) discretionary bonus, success fee, equity award, change-of-control payment, phantom equity payout, stay-put or other compensatory payment obligations to any employee of either Company or Sellers Parent or any of their Affiliates as a result of the execution of this Agreement or in connection
with the transactions contemplated by this Agreement; provided, however, that, for the avoidance of doubt, this clause (d) will not apply to
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