9100 Relief Sample Clauses

9100 Relief. The IRS shall have granted the Company’s application for relief submitted on May 12, 2010 pursuant to Rev. Proc. 2008-27 or issued an IRS private letter ruling granting such relief pursuant to Treasury Regulation 301.9100-3 in a form reasonably acceptable to LIH (the “FIRPTA Relief Request”); provided, that LIH shall not have the right to waive the condition set forth in this Section 6.3(f) if the amount of the aggregate liability covered by Section 3.9 of the Tax Matters Agreement would exceed $10 million.
Sample 1
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9100 Relief. (i) Seller shall, as soon as reasonably practical (as determined in Seller’s discretion), cause The Xxxxxxx Company (US) Inc., or a successor thereto (“Old Parent”), to file with the Internal Revenue Service a request under Treasury Regulations Section 301.9100-3 for an extension of time to allow Old Parent to file an election under Treasury Regulations Section 1.1502-95(c) to apportion all or a portion of the consolidated Section 382 limitation and of the net unrealized built-in gain to the Company Group in connection with Old Parent’s distribution of the shares of the Company in 2007 (the “Relief Request”). Seller shall engage, or cause Old Parent to engage, PricewaterhouseCoopers, LLP (“PWC”) to prepare, review and file the Relief Request. Seller intends to file, or cause to be filed, the Relief Request within 90 days of the date hereof; it being understood and agreed that Seller shall have no liability to Buyer or any of its Affiliates if the Relief Request is not in fact filed within 90 days of the date hereof. (ii) Seller shall provide, or cause PWC to provide, Xxxx X. Xxxxx of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP (or such other Person as Buyer may designate to Seller in writing) (the “Designee”) with a copy of the draft Relief Request before it is filed, Table of Contents provided that the Designee provides Seller, within 2 Business Days after request therefor, with such documentation as Seller shall reasonably request to ensure that the Designee has agreed, for the benefit of Seller and its Affiliates, to keep the contents of such draft, and any information that the Designee may obtain pursuant to Section 7.4(g)(iii) below, confidential. The Designee may provide comments to Seller and PWC with respect to the draft Relief Request; provided such comments are provided within 2 Business Days after the Designee’s receipt of the draft Relief Request. Neither Seller nor PWC shall be obligated to make any changes to the draft Relief Request in response to any such comments. (iii) Provided that the confidentiality arrangements described in Section 7.4(g)(ii) above have been entered into, Seller shall, or shall cause PWC to, provide the Designee with updates regarding any substantive feedback provided by the Internal Revenue Service with respect to the Relief Request. (iv) Following Old Parent’s receipt of such an extension, if any, from the Internal Revenue Service, Seller shall cause Old Parent to file an election under Treasury Regulations Section...
Sample 1

Related to 9100 Relief

  • Urgent relief Despite any other provision of this Agreement, each party may take steps to seek urgent injunctive or equitable relief before an appropriate court.

  • Other Relief The remedies provided for in this Lease are in addition to any other remedies available to Landlord at law or in equity by statute or otherwise.

  • Provisional Relief The Parties acknowledge and agree that irreparable damage would occur if certain provisions of this Agreement are not performed in accordance with the terms hereof, that money damages would not be a sufficient remedy for any breach of such provisions of this Agreement, and that the Parties shall be entitled, without the requirement of posting a bond or the other security, to seek a preliminary injunction, temporary restraining order, or other provisional relief as a remedy for a breach of Sections 3.01, 3.02, 3.03, or 9.09 (and, if applicable, Section 4(e) of Exhibit F) in any court of competent jurisdiction, notwithstanding the obligation to submit all other disputes (including all Claims for monetary damages under this Agreement) to arbitration pursuant to Section 10.01. The Parties further acknowledge and agree that the results of such arbitration may be rendered ineffectual without such provisional relief. Such a request for provisional relief does not waive a Party’s right to seek other remedies for the breach of the provisions specified above in accordance with Section 10.01, notwithstanding any prohibition against claim-splitting or other similar doctrine. The other remedies that may be sought include specific performance and injunctive or other equitable relief, plus any other remedy specified in this Agreement for such breach of the provision, or if this Agreement does not specify a remedy for such breach, all other remedies available at law or equity to the Parties for such breach.

  • Specific Performance and Injunctive Relief Notwithstanding the availability of legal remedies, Mortgagee will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Mortgagor to cure or refrain from repeating any Default.

  • Debtor Relief The Companies shall not be Solvent, or any Company (a) fails to pay its Debts generally as they become due, (b) voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law, or (c) becomes a party to or is made the subject of any proceeding provided for by any Debtor Relief Law, other than as a creditor or claimant, that could suspend or otherwise adversely affect the Rights of the Agents or the Lenders granted in the Loan Papers (unless, in the event such proceeding is involuntary, the petition instituting same is dismissed within 60 days after its filing).

  • Specific Performance; Injunctive Relief The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity.

  • Emergency Relief Notwithstanding anything in this Section 8.5 to the contrary, either party may seek from a court any provisional remedy that may be necessary to protect any rights or property of such party pending the establishment of the arbitral tribunal or its determination of the merits of the controversy.

  • Arbitration and Equitable Relief IN CONSIDERATION OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, ITS PROMISE TO ARBITRATE ALL EMPLOYMENT-RELATED DISPUTES, AND EMPLOYEE’S RECEIPT OF THE COMPENSATION, PAY RAISES, AND OTHER BENEFITS PAID TO EMPLOYEE BY THE COMPANY, AT PRESENT AND IN THE FUTURE, EMPLOYEE AGREES THAT ANY AND ALL CONTROVERSIES, CLAIMS, OR DISPUTES WITH ANYONE (INCLUDING THE COMPANY AND ANY EMPLOYEE, OFFICER, DIRECTOR, SHAREHOLDER, OR BENEFIT PLAN OF THE COMPANY, IN THEIR CAPACITY AS SUCH OR OTHERWISE), ARISING OUT OF, RELATING TO, OR RESULTING FROMEMPLOYEE’S EMPLOYMENT WITH THE COMPANY OR THE TERMINATION OF EMPLOYEE’S EMPLOYMENT WITH THE COMPANY, INCLUDING ANY BREACH OF THIS AGREEMENT, SHALL BE SUBJECT TO BINDING ARBITRATION UNDER THE ARBITRATION PROVISIONS SET FORTH IN THE WASHINGTON UNIFORM ARBITRATION ACT (THE “ACT”), AND PURSUANT TO WASHINGTON LAW, AND SHALL BE BROUGHT IN EMPLOYEE’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE FEDERAL ARBITRATION ACT SHALL CONTINUE TO APPLY WITH FULL FORCE AND EFFECT NOTWITHSTANDING THE APPLICATION OF PROCEDURAL RULES SET FORTH IN THE ACT. DISPUTES THAT EMPLOYEE AGREES TO ARBITRATE, AND THEREBY AGREES TO WAIVE ANY RIGHT TO A TRIAL BY JURY, INCLUDE ANY STATUTORY CLAIMS UNDER LOCAL, STATE, OR FEDERAL LAW, INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE OLDER WORKERS BENEFIT PROTECTION ACT, THE XXXXXXXX-XXXXX ACT, THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, THE FAMILY AND MEDICAL LEAVE ACT, ANY AND ALL CLAIMS UNDER THE REVISED CODE OF WASHINGTON OR ANY OTHER WASHINGTON STATE LABOR LAW, CLAIMS OF HARASSMENT, DISCRIMINATION, AND WRONGFUL TERMINATION, AND ANY STATUTORY OR COMMON LAW CLAIMS. NOTWITHSTANDING THE FOREGOING, EMPLOYEE UNDERSTANDS THAT NOTHING IN THIS AGREEMENT CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT. EMPLOYEE FURTHER UNDERSTAND THAT THIS AGREEMENT TO ARBITRATE ALSO APPLIES TO ANY DISPUTES THAT THE COMPANY MAY HAVE WITH EMPLOYEE.

  • Equitable Relief The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement.

  • Right to Injunctive Relief Each Party agrees that breaches of this Section 9 may cause irreparable harm to the other Party and shall entitle such other Party, in addition to any other remedies available to it (subject to the terms of this Agreement), the right to seek injunctive relief enjoining such action.

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