Tax or Taxes means any net or gross income, net or
gross receipts, net or gross proceeds, capital stock, capital gains, franchise, profits, withholding, social security, unemployment, payroll or other employment, disability, real property, personal property (tangible and intangible), stamp, excise,
occupation, sales, use, user, transfer, alternative minimum, add-on, leasing, lease, transfer, natural resources, premium, ad valorem, value added, gaming, license, capital, goods and services, severance,
fuel, interest equalization, registration, recording, premium, turnover, unclaimed or abandoned property, escheat, windfall or excess profits, environmental, estimated or other similar tax or customs duties or amount imposed by (or otherwise payable
to) any Governmental Body, including any interest, penalty, additions to tax or additional amounts, assessed, imposed or otherwise due or payable under applicable Laws with respect to Taxes.
Tax Contest is defined in Section 8.05(b).
Tax Proceeding means any proceeding, judicial or administrative, involving Taxes or any audit, examination, deficiency
asserted or assessment made by the Internal Revenue Service or any other taxing authority.
Tax Representations means
the representations and warranties set forth in Section 4.08 (Taxes) and those portions of Sections 4.13 (Employee Benefit Plans) and 4.19 (Employees) that relate to Taxes.
Tax Returns means any return, claims for refund, report, information return or other document (including schedules or any
related or supporting information) filed or required to be filed with any Governmental Body in connection with the determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax, including any amendment
thereof.
Third-Party Claim is defined in
Section 7.03(a).
Trademark Assignment Agreement means that certain trademark and domain name
assignment agreement, dated as of the date hereof, executed by Forward Air Royalty, LLC.
Trademark License Agreement
means that certain trademark license agreement, dated as of the date hereof, by and among the Sellers, Forward Air Royalty, LLC, Purchaser and the Company Entities.
Trademarks is defined in the definition of Intellectual Property in this
Section 1.01.
Transaction Agreements means this Agreement, the Escrow Agreement, the
Transition Services Agreement, the Employee Leasing Agreement, the Trademark License Agreement, the Trademark Assignment Agreement, the Restricted Stock Agreements, the Bonus Agreements, the Funds Flow, the R&W Insurance Policy, the Assignment
and Assumption of Leases and any other Contract expressly required to be delivered by any Company Entity, any Seller, Parent, Purchaser, or any of their respective Affiliates pursuant hereto.
Transaction Expenses means, without duplication, to the extent not paid prior to the Closing, (i) the amount of all
fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, brokers or other representatives and consultants; appraisal fees, costs and expenses; and travel, lodging, entertainment and associated expenses)
incurred or owed by any Company Entity at or prior to Closing in connection with this Agreement, the other Transaction Agreements or the Transactions and any other liabilities of any Company Entity under any engagement letter or other Contract with
any such legal counsel, investment banker, broker or other representative or consultant, (ii) any success fees or bonuses or severance or retention payments payable to any Offer Employees or by a Company Entity to current or former
Company Personnel or other current or former agents or representatives of any Company Entity arising from or otherwise triggered by the Closing, including all employer Taxes related thereto, and (iii) fifty percent (50%) of the fees, costs and
expenses payable to the Escrow Agent under the Escrow Agreement.
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