definiens: means the Income Tax Act ( Canada ) and the regulations promulgated thereunde r ; - 19 - ( eeeeee ) means any Governmental Entity that is entitled to impose Taxes or to administer any applicable Tax legislation ; ( ffffff ) will mean, with respect to any Loss, the net reduct ion in cash Taxes actually payable by the Indemnitee that is attributable to a ny deduction, loss, credit or other item which decreases Taxes resulting from such Loss ( treating such Tax item as the last ite m used in calculating such net reduction in cash Taxes ), taki ng into account the receipt of the related indemnity payment ; ( gggggg ) means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder and for greater certainty, any reference herein to a specific section or sections of the Tax Code, or regulations promulgated thereunder, shall be deemed to include a reference to all corresponding provisions of future law ; ( hhhhhh ) means the amount of $ 2,800,000 ; ( iiiiii ) means the representations and warranties of the V endor Parties or any Vendor Party which are listed at Sch edule 1.1(iiiiii ) ; ( jjjjjj ) means all reports, returns, estimates, forms, rem ittances or other information, or any amendment thereof or schedule or attachment the reto, required to be filed in connection with any Taxes or by any Tax Authority ; ( kkkkkk ) means all contracts listed in Schedule 1.1(kkkkkk ) ; ( llllll ) shall have the meaning ascribed thereto in Sectio n 3.6 ; ( mmmmmm ) has the meaning ascribed thereto at Subsection 9 . 4(a ) ; ( nnnnnn ) means 9:00 am ( Toronto, Ontario time ) on the Clos ing Date or such other time as may be agreed by the Purchaser and Miriam ; ( oooooo ) means confidential know how, methods, technical information, data, processes, or plans used or owned by one or more of the Vendor s in the development, production or exploitation of any Intellectual Property or any Bu siness Products ; ( pppppp ) means the assignment of trademarks to be executed and deliver ed by Canadian Vendor Amalco at Closing, substantially in the form attached hereto as Exhibit D ; ( qqqqqq ) means collectively, the Transfer Agreements, the Escrow Agreement, the Transition Services Agreement and all other agreeme nts, certificates, documents or instruments delivered pursuant to, or in connect ion with, this Agreement ; - 20 - ( rrrrrr ) means collectively, the French Business Asset Tra nsfer Agreement, the US Business Transfer Agreement and the Trademark As signment ; ( ssssss ) means all value added tax, sales and use tax, dee ds tax, excise tax or stamp tax imposed upon the transfer of the Purchased Asse ts by a Governmental A uthority in Canada, the United States of America or France, but excludi ng Taxes of other types, and in particular excluding ( i ) any taxes imposed or payable under th e Tax Act, Tax Code or any similar income tax legislation, and ( ii ) franchise taxes imposed o n corporations ; ( tttttt ) means those Employees to whom ( i ) the Purchaser o r a designated Affiliate of the Purchaser has agreed to extend off ers of employment in accordance with Subsection 3.4(a ) and who accept employment with the Purchaser or such Affiliate of the Purchaser effective as of Closing, and ( ii ) the Fre nch Transferred Employees ; ( uuuuuu ) means those Independent Contractors whom the Purchaser or a designated Affiliate of the Purchaser engages or employs effective as of the Ti me of Closing