which Sellers operate; (c) compliance with the terms of, or the taking of any action expressly required by, this Agreement; (d) any change in applicable Law or the interpretation thereof after the Execution Date; (e) any change in GAAP; (f) the commencement, continuation or escalation of a war, material armed hostilities or other material international or national calamity or act of terrorism directly or indirectly involving the United States of America, or (g) the failure of Sellers to meet or achieve the results set forth in any internal projection (provided that the underlying causes of such failures shall not be so excluded unless such underlying causes are otherwise excluded under another clause of the definition of Seller Material Adverse Effect).
Straddle Period means any Tax period beginning before and ending on or after the Closing Date.
SWD Wells has the meaning provided such term in Section 2.1(c).
Talco Midstream has the meaning provided such term in the preamble.
Tax and Taxes means (a) all federal, state, local and foreign taxes, assessments, charges, duties, fees, levies, imposts or other similar charges imposed by a Governmental Authority, including all income, franchise, margin, profits, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, property, excise, severance, production, utility, transaction, net worth, royalty, windfall profits, premium, stamp, license, payroll, employment, social security, unemployment, disability, workers compensation, environmental (including taxes under Code Section 59A), alternative minimum, add-on, value-added, withholding (including backup withholding) and other taxes, assessments, charges, duties, fees, levies, imposts or other similar charges of any kind (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), and (b) all estimated taxes, deficiency assessments, additions to tax, penalties and interest; and (c) any liability for any item described in clauses (a) or (b), payable by reason of contract, assumption, transferee or successor liability, as a result of being a member of a combined, consolidated, or unitary group for any period, by operation of Law or otherwise, and in each case whether disputed or otherwise.
Tax Audit has the meaning provided such term in Section 11.4.
Tax Returns means any report, return, election, document, estimated Tax filing, declaration or other filing provided to any Governmental Authority, including any attachments thereto and amendments thereof, filed or required to be filed in connection with the determination, assessment, or collection of any Tax.
Third Party means any Person other than a Party to this Agreement or an Affiliate of a Party to this Agreement.