Exercise of Remedies; Tax Treatment Sample Clauses
The "Exercise of Remedies; Tax Treatment" clause defines the rights and procedures available to parties when enforcing remedies under the agreement, as well as how any resulting payments or actions are to be treated for tax purposes. In practice, this clause outlines the steps a party may take if the other party breaches the contract, such as seeking damages or specific performance, and clarifies whether any compensation or settlement will be considered taxable income or otherwise affect tax liabilities. Its core function is to provide a clear framework for addressing breaches and to prevent disputes over the tax consequences of any remedies exercised, thereby ensuring both legal and tax-related certainty for the parties involved.
Exercise of Remedies; Tax Treatment. (a) No Indemnitee (other than Parent or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement or under the Escrow Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy.
(b) The parties shall report any indemnification payment made pursuant to this Article 9 as a purchase price adjustment unless otherwise required by applicable Legal Requirements.
Exercise of Remedies; Tax Treatment. The Parties shall report any indemnification payment made pursuant to this Article 6 as a purchase price adjustment unless otherwise required by applicable Law.
Exercise of Remedies; Tax Treatment. (a) No Indemnitee (other than Parent or any successor thereto or assign thereof) shall be permitted to assert any claim for indemnification, compensation, reimbursement or payment or exercise any other remedy under this Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such claim for indemnification, compensation, reimbursement or payment or the exercise of such other remedy.
(b) To the extent permitted by Applicable Law, the parties agree to treat all payments under the provisions of this Article VIII as an adjustment to the Merger Consideration and such treatment shall govern for purposes of this Agreement.
Exercise of Remedies; Tax Treatment. (a) No Purchasers Indemnitee (other than Purchasers or any successor thereto or assign thereof) shall be permitted to assert any Claim or exercise any other remedy under this Agreement unless Purchasers (or any successor thereto or assign thereof) shall have consented to the assertion of such Claim or the exercise of such other remedy.
(b) The parties shall report any indemnification payment made pursuant to this Article 11 as a purchase price adjustment unless otherwise required by applicable Law.
Exercise of Remedies; Tax Treatment. (a) No Parent Indemnitee (other than Parent or any successor thereto or assign thereof) shall be permitted to assert any indemnification claim or exercise any other remedy under this Agreement unless Parent (or any successor thereto or assign thereof) shall have consented to the assertion of such indemnification claim or the exercise of such other remedy.
(b) The parties shall treat any indemnity payment made pursuant to this ARTICLE 7 as an adjustment to the Merger Consideration for federal, state, local and foreign income Tax purposes.
Exercise of Remedies; Tax Treatment. (a) No Indemnitee (other than Buyer or any successor thereto or assign thereof) shall be permitted to assert any claim for indemnification, compensation, reimbursement or payment or exercise any other remedy under this Agreement directly.
(b) To the extent permitted by Applicable Law, the parties agree to treat all payments under the provisions of this Article VI as an adjustment to the Purchase Price and such treatment shall govern for purposes of this Agreement.
Exercise of Remedies; Tax Treatment. (a) No Purchaser Indemnitee (other than Purchaser or any successor thereto or assign thereof) shall be permitted to assert any claim for indemnification, compensation, reimbursement or payment or exercise any other remedy under this Agreement unless Purchaser (or any successor thereto or assignee thereof) shall have consented to the assertion of such claim for indemnification, compensation, reimbursement or payment or the exercise of such other remedy.
(b) All sums payable by the Sellers to Purchaser under this Agreement shall be paid free and clear of all deductions or withholdings whatsoever unless the deduction or withholding is required by Applicable Law. For the avoidance of doubt, Purchaser is solely responsible for the payment of any stamp duty associated with the Transactions and such payment may not form the basis for any claim for indemnification, compensation, reimbursement or payment or any other remedy pursuant to this Article VIII.
(c) Subject to Section 8.13(d), if (i) the Purchaser incurs a liability to Tax that results from any sum paid under this Agreement and/or the Tax Covenant, or (ii) any deduction or withholding is required by Applicable Law from any sum paid under this Agreement and/or the Tax Covenant to the Purchaser, in each case, the amount payable shall be increased by such amount as will ensure that, after payment of the Tax liability or such withholding or deduction (as applicable), the Purchaser is left with a new sum equal to the sum it would have received had no such Tax liability, withholding or deduction arisen.
(d) To the extent permitted by Applicable Law, the parties agree to treat all payments under the provisions of this Article VIII as an adjustment to the Consideration and such treatment shall govern for purposes of this Agreement.