“Shared Contract” means any Contract pursuant to which Seller or one of its Affiliates (including the Group Companies), on the one hand, and a counterparty, on the other hand, is bound in any material respect of both (i) the Business and (ii) the Seller Business, other than any Contract in respect of information technology services; provided that Seller and Purchaser may, by mutual consent, elect to include in, or exclude from, this definition any Contract.
“Subsidiary”, when used with respect to any Person, means (i) any corporation, limited liability company, partnership, association, trust or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person or (ii) of which such Person or one of its Subsidiaries is a general partner or manager.
“Target Working Capital” means an amount equal to $178,471,000.
“Tax Return” means any return, declaration, report, claim for refund, information return or statement relating to Taxes, including any schedule or attachment thereto, filed or maintained or required to be filed or maintained, in connection with the calculation, determination, assessment or collection of any Tax and includes any amended returns required as a result of examination adjustments made by the IRS or other Taxing Authority.
“Taxes” means all taxes or similar duties, fees or charges or assessments thereof imposed by a Taxing Authority, in each case in the nature of a tax, including, without limitation, ad valorem, capital, capital stock, customs and import duties, disability, documentary stamp, employment, excise, franchise, gains, goods and services, harmonized sales, gross income, gross receipts, income, intangible, inventory, license, mortgage recording, net income, occupation, payroll, personal property, production, profits, property, real property, recording, rent, sales, social security, stamp, transfer, transfer gains, unemployment, employer health, use, value added, windfall profits, and withholding, together with any interest, penalties and additions with respect thereto.
“Taxing Authority” means any Governmental Authority exercising tax regulatory authority.
“Transaction Agreements” means this Agreement (including the Seller Disclosure Letter), the Transition Services Agreement, the Brand Licensing Agreement, the Real Estate Separation Agreements, the Promissory Note, the Net Economic Benefit Agreement and any other agreements and instruments to be executed and delivered in connection with the transactions contemplated by this Agreement.
“Transaction Expenses” means the aggregate amount of all fees, costs and expenses incurred by the Group Companies prior to the Closing, regardless of when payable (including the fees, costs and expenses of any financial advisor, legal counsel, accountant, agent, auditor, broker, expert or other advisor or consultant retained by or on behalf of the Group Companies), arising out of or in connection with this Agreement or the Transactions. For the avoidance of doubt, Transaction Expenses shall not include (i) any fees, costs or expenses incurred by Purchaser or any of its Affiliates in connection with the Transactions whether or not billed or accrued (including any fees, costs and expenses of any financial advisor, legal counsel, accountant, agent, auditor, broker, expert or other advisor or consultant retained by or on behalf of Purchaser), (ii) any amounts included in the calculation of Indebtedness, Change of Control Payments or Working Capital or (iii) any fees, costs or expenses incurred by the Group Companies after the Closing.
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