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. 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, 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 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
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

Related to Exclusive Tax Remedy

  • Sole and Exclusive Remedy Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, if this Agreement is validly terminated pursuant to Section 8.1, Parent’s receipt of the Termination Fee to the extent owed pursuant to Section 8.3(b) and any amounts owed pursuant to Section 8.3(d), and Parent’s right to seek specific performance pursuant to Section 9.10 (subject to the limitations set forth in Section 9.10), will be the sole and exclusive remedies of Parent and Merger Sub against (A) the Company and its Subsidiaries; and (B) the former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the Company, its Subsidiaries and each of their respective Affiliates and former, current and future holders of any equity, controlling persons, Representatives, Affiliates, members, managers, general or limited partners, stockholders, directors, officers, employees, agents, attorneys and assignees of each of the foregoing (the Persons in clauses (A) and (B) collectively, the “Company Related Parties”) in respect of this Agreement and the Transactions. Except in the event of fraud or any Willful Breach of any representation, warranty or covenant or agreement contained herein, upon payment of the Termination Fee to Parent or its designee, none of the Company Related Parties will have any further monetary liability or obligation to (A) Parent or Merger Sub; or (B) the former, current and future direct or indirect holders of any equity, controlling persons, Representatives, Affiliates (other than Parent or Merger Sub), members, managers, general or limited partners, stockholders and assignees of each of Parent and Merger Sub (the Persons in clauses (A) and (B) collectively, the “Parent Related Parties”) relating to or arising out of this Agreement or the Transactions (except that the Company and its Subsidiaries (or their Affiliates) will remain obligated with respect to, and Parent and Merger Sub may be entitled to remedies with respect to, the Confidentiality Agreement, Section 8.3(a) (with respect to the expenses of the Company) and Section 8.3(d), as applicable.

  • Exclusive Remedy The foregoing payments upon termination or resignation of the Executive’s employment shall constitute the exclusive severance payments due the Executive upon a termination or resignation of Executive’s employment under this Employment Agreement.

  • Nonexclusive Remedy The exercise by either party of any remedy 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.

  • 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.

  • Indemnification Exclusive Remedy In the absence of fraud, and -------------------------------- except for non-monetary equitable relief, if the Closing occurs, indemnification pursuant to the provisions of this Article 10 shall be the sole and exclusive remedy of the parties for any breach of any representation or warranty contained in this Agreement.

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

  • Nonexclusive Remedies All of the Bank’s rights and remedies not only under the provisions of this Agreement but also under any other agreement or transaction shall be cumulative and not alternative or exclusive, and may be exercised by the Bank at such time or times and in such order of preference as the Bank in its sole discretion may determine.

Time is Money Join Law Insider Premium to draft better contracts faster.