Modification; Revocation. The Buyer and ASC each agree that it shall not, and shall not permit any of its respective Affiliates to, take any action to modify the Election Forms following the execution thereof, or to modify or revoke the Section 338(h)(10) Election, or any such available election under any substantially similar state or local law, following the filing of the Election Forms, without the written consent of the Buyer or ASC, as the case may be.
Modification; Revocation. Except as provided in this Section 4.4.6, the Purchaser and the Seller shall not take, and shall not permit any of their Affiliates to take, any action to modify the Section 338 Forms following the execution thereof, or to modify or revoke the Section 338(h)(10) Elections following the filing of the Section 338 Forms, without the written consent of the other.
Modification; Revocation. DPII and Axys each agrees that it shall not, and shall not permit any of its Affiliates to, take any action to modify the Election Forms following the execution thereof, or to modify or revoke the Section 338(h)(10) Election following the filing of the Election Forms without the written consent of DPII or Axys, as the case may be.
Modification; Revocation. No modification, consent or waiver of any provision of this Guaranty, nor consent to any departure by Guarantor therefrom, shall be effective unless the same shall be executed by Lender and Guarantor and then shall be effective only in the specific instance and for the purpose for which given. This is a continuing guaranty relating to all of the Indebtedness, including Indebtedness arising under successive transactions which from time to time continue or renew the Indebtedness after it has been satisfied. The obligations of Guarantor hereunder may be terminated only as to future transactions and only by giving written notice thereof to Lender at its address set forth hereinbelow by certified U.S. mail, postage prepaid, return receipt requested. No such revocation shall be effective until the fifth business day (excluding Saturdays, Sundays and holidays) following the date of actual receipt thereof by Lender. Notwithstanding the effectuation of such revocation, this Guaranty shall continue in full force and effect as to any and all Indebtedness which is outstanding on the effective date of revocation and all extensions and renewals of said Indebtedness,and all interest thereon both then and thereafter accruing, and all attorneys' fees, court costs and collection charges theretofore and thereafter incurred in endeavoring to collect or enforce any rights and remedies relative to said Indebtedness against Borrower, the Guarantor and other guarantors or in asserting Lender's right against any collateral or security (whether or not suit be brought).
Modification; Revocation. If a 338 Election is made, then once the allocation is agreed to Sellers shall not, and shall not permit any of the Companies respective Affiliates to, take any action to modify the Election Forms following the execution thereof, or to modify or revoke the 338 Election, or any such available election under any substantially similar state or local law, following the filing of the Election Forms, without the written consent of Buyer.
Modification; Revocation. Purchaser and Parent agree that neither ------------------------ of them shall, or shall permit any of their Affiliates to, take any action to modify the Section 338 Forms following the execution thereof, or to modify or revoke the Section 338(h)(10) Elections following the filing of the Section 338 Forms, without the written consent of Parent and Purchaser, as the case may be, unless required to by any Tax authority (provided that any such requirement does not result from any act or omission of either party) after reasonable defense thereof, which shall not include seeking judicial review unless the other party shall have agreed to assume and pay all reasonable legal fees and expenses incurred in connection therewith.
Modification; Revocation. Except as provided in this Section, Buyer and PLAC shall not take, and shall not permit any of their affiliates to take, any action to modify the Modified Form 8023 or any other Section 338 Forms, following the execution thereof by PLAC, or to modify or revoke the Section 338 Elections following the filing of such Forms, without the written consent of PLAC and Buyer.
Modification; Revocation. Purchaser and Stockholder agree that none of them shall, or shall permit any of their Affiliates to, take any action to modify the Section 338 Forms following the execution thereof, or to modify or revoke the Section 338(h)(10) Elections following the filing of the Section 338 Forms, without the written consent of Stockholder and Purchaser, as the case may be.
Modification; Revocation. Seller and Buyer agree that neither of them shall take any action to modify the Section 338 Forms following the execution thereof, or to modify or revoke the Section 338(h)(10) Election following the filing of the Section 338 Forms, without the written consent of Seller and Buyer, unless required to by any Taxing Authority. Seller agrees that if any Taxing Authority claims that Seller is required to modify or revoke any Section 338 Forms, Seller will notify Buyer of such claim and, if Buyer so requests, will reasonably cooperate with Buyer in defending against such claim (which defense shall include seeking judicial review if Buyer so requests). Buyer agrees that if Buyer requests defense of such a claim, Buyer will assume and pay all reasonable legal, accounting and other fees and expenses incurred in connection therewith through all administrative and judicial levels of appeal.
Modification; Revocation. Any modification and/or cancellation of any one of the clauses of the Contract shall be made by a written document only, signed by the two parties.
