majority of the securities or ownership interests having by their terms ordinary
voting power to elect a majority of the board of directors or other Persons
performing similar functions is directly or indirectly owned or controlled by
the first Person or by one or more of its respective Subsidiaries.
"Subsidiary Asset Purchase Agreements" means the Subsidiary Asset Purchase
Agreements referred to in, and executed pursuant to, the Aircast Asset Purchase
Agreement.
"Tailwind Stockholders" has the meaning set forth in the preamble.
"Tax" or "Taxes" means any federal, state, local or foreign net or gross income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium (including taxes under Code Section 59A), customs duties,
capital stock, franchise, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property, sales, use,
transfer, registration, value added, alternative or add-on minimum, estimated,
or other tax, governmental fee or like assessment, together with any interest
and penalties, additions to tax or additional amounts imposed by any
Governmental Authority.
"Tax Authority" means any Governmental Authority with responsibility for Taxes.
"Tax Return" means all returns, reports, forms, declarations, statements,
estimated returns, claims for refund and information returns supplied or
required to be supplied to a Tax Authority relating to Taxes.
"Third Party Claim" has the meaning set forth in Section 7.5(a).
"Transaction Consideration" has the meaning set forth in Section 1.2(b).
"Transfer Taxes" has the meaning set forth in Section 5.10.
"TWCP" has the meaning set forth in the preamble.
"Twelve Month Calculation" has the meaning set forth in Section 1.6(f).
"Unaudited Financial Statements" has the meaning set forth in Section 2.5.
"WARN Act" means the United States Worker Adjustment and Retraining Act, 29
U.S.C. §2101, et seq., and the rules and regulations promulgated thereunder from
time to time.
"Welfare Plan" has the meaning set forth in Section 2.14(a).
9.2
DISCLOSURE SCHEDULES.
THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY
EXCEPTION TO A REPRESENTATION AND WARRANTY CONTAINED IN THIS AGREEMENT THAT IS
DISCLOSED IN ANY SECTION OF THE SELLER DISCLOSURE SCHEDULE OR THE PURCHASER
DISCLOSURE SCHEDULE UNDER THE CAPTION REFERENCING SUCH REPRESENTATION AND
WARRANTY SHALL BE DEEMED TO ALSO BE AN EXCEPTION TO EACH OTHER REPRESENTATION
AND WARRANTY OF THE SELLERS OR THE PURCHASER (AS APPLICABLE) CONTAINED IN THIS
AGREEMENT TO THE
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EXTENT THAT IT WOULD BE READILY APPARENT TO THE PURCHASER OR THE SELLER (AS
APPLICABLE) THAT SUCH EXCEPTION IS APPLICABLE TO SUCH OTHER REPRESENTATION AND
WARRANTY.
CERTAIN INFORMATION SET FORTH IN THE SELLER DISCLOSURE SCHEDULE AND
THE PURCHASER DISCLOSURE SCHEDULE IS INCLUDED THEREIN SOLELY FOR INFORMATIONAL
PURPOSES AND MAY NOT BE REQUIRED TO BE DISCLOSED PURSUANT TO THIS AGREEMENT, AND
THE DISCLOSURE OF ANY INFORMATION SHALL NOT BE DEEMED TO CONSTITUTE AN
ACKNOWLEDGMENT OR ADMISSION THAT SUCH INFORMATION IS REQUIRED TO BE DISCLOSED IN
CONNECTION WITH THE REPRESENTATIONS AND WARRANTIES MADE BY THE SELLERS OR THE
PURCHASER, AS THE CASE MAY BE, IN THIS AGREEMENT OR THAT IT IS MATERIAL, NOR
SHALL SUCH INFORMATION BE DEEMED TO ESTABLISH A STANDARD OF MATERIALITY.
ARTICLE