Social Media Accounts means any and all accounts, profiles, pages, feeds,
registrations and other presences on or in connection with any: (a) social media or social networking website or online service; (b) blog or microblog; (c) mobile application; (d) photo, video or other content-sharing website;
(e) virtual game world or virtual social world; (f) rating and review website; (g) wiki or similar collaborative content website; or (h) message board, bulletin board, or similar forum.
Software means any and all (a) computer programs, including any and all software implementations of algorithms, models
and methodologies, whether in source code or object code, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow-charts and other work product used
to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons, images, videos, models and icons, and (d) all documentation, including user manuals
and other training documentation related to any of the foregoing.
Solvent when used with respect to any Person, means
that, as of any date of determination, (a) the fair salable value (determined on a going concern basis) of such Persons assets and property will, as of such date, exceed the amounts required to pay its debts as they become absolute and
mature, as of such date, (b) such Person will have adequate capital to carry on its business, and (c) such Person will be able to pay its debts as they become absolute and mature, in the ordinary course of business, taking into account the
timing of and amounts of cash to be received by it and the timing of and amounts of cash to be payable on or in respect of its indebtedness.
Straddle Period means any taxable period that begins on or before the Closing Date and ends after the Closing Date.
Subsidiary means, with respect to any Person, any other Person of which a majority of the outstanding share capital, voting
securities or other voting equity interests are owned, directly or indirectly, by such first Person.
Target Working
Capital means zero (0) USD.
Tax means (a) any tax (including, but not limited to, any U.S.
federal, state, local, or non-U.S. income, gross receipts, license, franchise, branch profits tax, capital gains, value-added, sales, use, alternative or add-on minimum,
property tax, transfer tax, payroll, national insurance, social security, national insurance premium, healthcare fees, escheat and unclaimed property obligations, tangible, capital stock, employment, social contribution, unemployment compensation,
disability, stamp, registration, excise or withholding tax, or other tax and all other similar charges, fees, duties, or levies of any kind whatsoever, in each case, whether disputed or not), and any related fine, penalty, interest, inflation
linkage or addition to tax with respect thereto, imposed, assessed or collected by any Governmental Authority, and (b) any liability in respect of any items described in clause (a) payable by reason of Contract, assumption, transferee or
successor liability, operation of law, Treasury Regulation Section 1.1502-6(a) (or any similar provision of law or any predecessor or successor thereof).
Tax Return means any return (including any information return), report, statement, schedule, notice, form, declaration or
claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment, of any Tax.
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