Exclusive Tax Remedy Sample Clauses

Exclusive Tax Remedy. Notwithstanding anything to the contrary in this Agreement, absent fraud, the parties to this Agreement acknowledge and agree that the sole and exclusive remedy with respect to any and all claims relating to Taxes shall be pursuant to the provisions set forth in this Article VII including any claim resulting from a breach or inaccuracy of representations and warranties relating to Taxes, and to the extent there is any conflict between provisions of Article VII and provisions of other Sections of this Agreement with respect to issues or claims relating to Taxes, the provisions of this Article VII shall control.
Sample 1Sample 2
AutoNDA by SimpleDocs
Exclusive Tax Remedy. Notwithstanding anything in this Agreement to the contrary, absent fraud, the Buyer and the Seller hereby agree that the sole and exclusive remedy with respect to all claims for Taxes shall be pursuant to this Article 11, and to the extent there is any conflict with any other provisions of the Agreement, this Article 11 shall control.
Sample 1
Exclusive Tax Remedy. Notwithstanding anything to the contrary in this Agreement, Buyer hereby acknowledges and agrees that (a) Buyer’s (and each other Buyer Indemnified Party’s) sole and exclusive remedy with respect to any and all claims relating to Taxes shall be pursuant to the provisions set forth in this Section 6.06 including any claim resulting from any inaccuracy in or breach of any of the representations or warranties of Seller contained in Section 4.18, and (b) to the extent there is any conflict between provisions of this Section 6.06 and provisions of other Sections of the Agreement with respect to issues or claims relating to Taxes, the provisions of this Section 6.06 shall control subject to the relevant provisions of Article VIII that reference any provision of this Section 6.06.
Sample 1
Exclusive Tax Remedy. The rights and obligations of the Parties with respect to indemnification for any and all Tax matters shall be governed solely by the provisions of this Section 9 and Sections 8(a), 8(c) (which shall apply to any Tax Claim without regard to the limitations of Section 8(e), but with regard to the Tax Loss dollar threshold specified in Section 9(a)), 8(f) and 8(g), but shall not be subject to the provisions of Sections 8(b), 8(d) and 8(e).
Sample 1
Exclusive Tax Remedy. Notwithstanding anything to the contrary in this Agreement, absent fraud, the Target Shareholders, Xxxxx and Parent hereby acknowledge and agree that the sole and exclusive remedy with respect to any and all claims relating to Taxes shall be pursuant to the provisions set forth in this Article XVIII including any claim resulting from a breach or inaccuracy of representations and warranties of the Target Shareholders relating to Taxes, and to the extent there is any conflict between provisions of Article XVIII and provisions of other Sections of the Agreement with respect to issues or claims relating to Taxes, the provisions of this Article XVIII shall control.
Sample 1
Exclusive Tax Remedy. The indemnification provided for in this Section 6(e) shall be the sole remedy for any claim in respect of Taxes, including any claim arising out of or relating to a breach of Section 3(m). In the event of a conflict between the provisions of this Section 6(e), on the one hand, and the provisions of Section 8, on the other, the provisions of this Section 6(e) shall control. For the avoidance of doubt, the indemnity for Taxes provided for in this Section 6(e) shall not be subject to the “Indemnification Threshold” or “Indemnification Cap” as set forth in Section 8(e) or the minimum €20,000 threshold described in the last sentence of Section 8(e).
Sample 1

Related to Exclusive Tax Remedy

  • Sole and Exclusive Remedy Subject to the last sentence of this Section 8.3(e), if this Agreement is terminated pursuant to Section 8.1 and the Termination Fee is due and payable pursuant to the terms of Section 8.3(a), Buyer’s receipt of the Termination Fee will be the sole and exclusive remedy of the Buyer Related Parties against the Seller Related Parties in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transaction or any claims or actions under applicable Law arising out of any breach, termination or failure. Subject to the last sentence of this Section 8.3(e), Xxxxx’s receipt of the Termination Fee (in the circumstances in which the Termination Fee is due and payable pursuant to the terms of Section 8.3(a)) will be the only monetary damages the Buyer Related Parties may recover from the Seller Related Parties in respect of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions, the termination of this Agreement, the failure to consummate the Contemplated Transactions or any claims or actions under applicable Law arising out of any such breach, termination or failure, and upon payment of such amount, (i) none of the Seller Related Parties will have any further liability or obligation to any of the Buyer Related Parties relating to or arising out of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions or any matters forming the basis of such termination (except that the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement); and (ii) none of the Buyer Related Parties or any other Person will be entitled to bring or maintain any claim, action or proceeding against any of the Seller Related Parties arising out of this Agreement, any agreement executed in connection herewith or the Contemplated Transactions or any matters forming the basis for such termination (except that the parties hereto (or their Affiliates) will remain obligated with respect to, and Buyer may be entitled to remedies with respect to, the Confidentiality Agreement). Notwithstanding the foregoing, this Section 8.3(e) will not relieve Seller or the Company from liability (1) for any Fraud or willful breach of this Agreement or (2) for any breaches of the Confidentiality Agreement.

  • Exclusive Remedy The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.

  • Nonexclusive Remedy Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  • Release; Exclusive Remedy (a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Sections 5.3(b) or (c), the Executive shall, upon or promptly following his or her last day of employment with the Company (and in any event within twenty-one (21) days following the Executive’s last day of employment), execute a general release agreement in substantially the form of Exhibit A (with such amendments that may be necessary to ensure the release is enforceable to the fullest extent permissible under then applicable law), and such release agreement shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. (b) The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of Executive’s employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

  • Specific Remedy In addition to such other rights and remedies as the Company may have at equity or in law with respect to any breach of this Agreement, if you commit a material breach of any of the provisions of Sections 9.1, 9.2, or 10, the Company shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company.

  • Non-Exclusive Remedy Notwithstanding anything herein to the contrary, termination of this Agreement by a Party shall be without prejudice to other remedies such Party may have at law or equity.

  • Non-exclusive Remedy; Survival The indemnification and contribution provided for under this Agreement shall be in addition to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

  • No Remedy Exclusive No remedy herein conferred upon or reserved to the Issuer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease or now or hereafter existing at law or in equity or by statute, subject to the provisions of the Indenture. No delay or omission to exercise any right or power accruing upon any Event of Default shall impair any such right or power, or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than notice required herein.

  • Nonexclusive Remedies All remedies provided in this Agreement may be exercised individually or in combination with any other available remedy. Contractor shall notify the JBE immediately if Contractor is in default, or if a third party claim or dispute is brought or threatened that alleges facts that would constitute a default under this Agreement. If Contractor is in default, the JBE may do any of the following: (i) withhold all or any portion of a payment otherwise due to Contractor, and exercise any other rights of setoff as may be provided in this Agreement or any other agreement between a Judicial Branch Entity and Contractor; (ii) require Contractor to enter into nonbinding mediation; (iii) exercise, following Notice, the JBE’s right of early termination of this Agreement as provided herein; and (iv) seek any other remedy available at law or in equity.

  • Exclusive Remedies Subject to Section 9.12, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from intentional fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under the law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, rule or regulation, except pursuant to the indemnification provisions set forth in this ARTICLE VII. Nothing in this Section 7.05 shall limit any person’s right to seek and obtain any equitable relief to which any person shall be entitled pursuant to Section 9.12 or to seek any remedy on account of any intentional fraud by any party hereto.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!