CONDUCT OF OTHER TAX AFFAIRS. 2.1 Subject to paragraph 3 of this Part, and subject to the following subparagraphs, the Purchaser or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which are not Pre-Completion Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 2 contracts
Samples: www.sec.gov, Sale and Purchase Agreement (Xl Group PLC)
CONDUCT OF OTHER TAX AFFAIRS. 2.1 Subject to paragraph 3 of this Part, and subject to the following subparagraphs, the 12.1 The Purchaser or its duly authorised agents shall have sole conduct of all Tax affairs of the Company Companies which are not Prepre-Completion Tax Affairs affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 1 contract
CONDUCT OF OTHER TAX AFFAIRS. 2.1 10.1 Subject to paragraph 3 of this Part, and subject to the following subparagraphs11, the Purchaser or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which are not Prepre-Completion Closing Tax Affairs affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 1 contract
CONDUCT OF OTHER TAX AFFAIRS. 2.1 12.1 Subject to paragraph 3 of this Part, 8 and subject to the following subparagraphssub-paragraphs, the Purchaser or its duly authorised agents shall have sole conduct of all Tax tax affairs of each of the Company Target Companies which are not Prepre-Completion Tax Affairs Closing tax affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 1 contract
Samples: Agreement (EnergySolutions, Inc.)
CONDUCT OF OTHER TAX AFFAIRS. 2.1 12.1 Subject to paragraph 3 of this Part, and subject to the following subparagraphs7, the Purchaser Buyer or its duly authorised agents shall have sole conduct of all Tax tax affairs of the Company which are not Prepre-Completion Tax Affairs tax affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 1 contract
Samples: Agreement (Driftwood Ventures, Inc.)
CONDUCT OF OTHER TAX AFFAIRS. 2.1 7.1. Subject to paragraph 3 β4 and the other provisions of this Part, and subject to the following subparagraphsparagraph β7, the Purchaser Buyer or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which are not Pre-Completion Closing Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 1 contract
Samples: Share Purchase Agreement (GAIN Capital Holdings, Inc.)
CONDUCT OF OTHER TAX AFFAIRS. 2.1 12.1 Subject to paragraph 3 of this Partparagraphs 8 and 13, and subject to the following subparagraphssub paragraphs, the Purchaser or its duly authorised agents shall have sole conduct of all Tax tax affairs of the Target Company which are not Pre-Completion Tax Affairs pre Closing tax affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, in its absolute discretion, considers fit, save fit provided that it the Purchaser shall not conduct ensure that all such Tax tax affairs relating to periods prior to Closing are dealt with in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7an expeditious manner.
Appears in 1 contract
Samples: Agreement (Evotec AG)
CONDUCT OF OTHER TAX AFFAIRS. 2.1 14.1 Subject to paragraph 3 of this Partclause 13, and subject to the following subparagraphssub paragraphs, the Purchaser or its duly authorised agents shall have sole conduct of all Tax tax affairs of the Company which are not Pre-Completion Tax Affairs and shall be entitled to deal with such Tax tax affairs in any way in which it, in its absolute discretion, considers fit, save fit provided that it the Purchaser shall not conduct ensure that all such Tax tax affairs relating to periods prior to Closing are dealt with in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7an expeditious manner.
Appears in 1 contract
CONDUCT OF OTHER TAX AFFAIRS. 2.1 12.1 Subject to paragraph 3 of this Part, 8 and subject to the following subparagraphssub-paragraphs, the Share Purchaser or its duly authorised agents shall have sole conduct of all Tax affairs of each of the Company Target Companies which are not Prepre-Completion Closing Tax Affairs affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 1 contract
Samples: Agreement (Sirva Inc)
CONDUCT OF OTHER TAX AFFAIRS. 2.1 12.1 Subject to paragraph 3 of this Part, and subject to the following subparagraphs6, the Purchaser Buyer or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which that are not Prepre-Completion Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit, save that it shall not conduct such Tax affairs in a manner that could increase or cause liability of the Seller to make a payment under this Schedule 7.
Appears in 1 contract
Samples: Share Purchase Agreement (Aegean Marine Petroleum Network Inc.)