No Inconsistent Positions. Except as required by applicable Law or previously authorized in writing by the Partnership, which authorization may be withheld in the sole discretion of the Partnership, no Partner shall (a) independently act with respect to tax audits or tax litigation affecting or arising from the Partnership, or (b) treat any Partnership item inconsistently on such Partner’s income tax return with the treatment of the item on the Partnership’s tax return and/or the Schedule K-1 (or other written information statement) provided to such Partner.
No Inconsistent Positions. LM and the Company covenant and agree not to, and to cause their Affiliates not to, take any position after the Closing inconsistent with the fair market value of the Businesses on the Closing Date being not less than the amount stated in paragraph (85) of the Officers' Certificate of Marcus C. Bennett and John E. Montague referred to in Section 8.02(x)(x) xx xxx Xxxhange Xxxxxxxxx xx xx paragraph (c) of the Officer's Certificate of Dennis D. Dammerman referred to in Section 8.03(b)(i) of the Exchaxxx Xxxxxxxxx.
No Inconsistent Positions. Each Defendant, on the one hand, and Aksys, on the other hand, agrees not to pursue any claim, right or defense against Aksys or any Defendant, as the case may be, under this Agreement and the other Transaction Agreements that is inconsistent with the obligations of such Party under this Agreement and the other Transaction Agreements. Each Party agrees that it will not make any representation or argument or take any position inconsistent with the representations, warranties, and agreements made by it in this Agreement or any other Transaction Agreement, whether in any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding and any informal proceeding), prosecution, contest, hearing, inquiry, inquest, audit, examination or investigation that is, has been or may in the future be commenced, brought, conducted or heard by or before, or that otherwise has involved or may involve, any Governmental Body (collectively, "PROCEEDINGS"), including in any negotiation with any Person threatening to make any claims or commence any Proceeding, and no Party shall initiate or encourage in any way any such Proceeding.
No Inconsistent Positions. The Parties shall not take any positions inconsistent with those set forth in this Agreement.
No Inconsistent Positions. Except as otherwise required by a Governmental Entity or a taxing authority pursuant to a Final Determination, Sellers and Buyers agree to report the transactions contemplated by this Agreement in the manner specified in subsections (a) and (b) hereof and agree not to take any position on any Tax Return inconsistent therewith, to prepare and file all Tax Returns and reports relating to the purchase and sale contemplated by this Agreement, including all federal, state and local Tax Returns, in a manner which is consistent with such characterization and the Purchase Price Allocation and to conduct any audit, Tax proceeding or Tax litigation relating thereto in a manner entirely consistent with such characterization and the Purchase Price Allocation.
No Inconsistent Positions. LM and the Company covenant and agree not to, and to cause their Affiliates not to, take any position after the Closing inconsistent with the fair market value of the Businesses on the Closing Date being not less than the amount stated in paragraph (85) of the Officers' Certificate of Xxxxxx X. Xxxxxxx and Xxxx X. Xxxxxxxx referred to in Section 8.02(d)(i) of the Exchange Agreement or in paragraph (c) of the Officer's Certificate of Xxxxxx X. Xxxxxxxxx referred to in Section 8.03(b)(i) of the Exchange Agreement.
No Inconsistent Positions. The Construction Manager’s role in providing preconstruction services pursuant to the Pre-Construction Services Agreement has allowed/caused the Construction Manager to formulate positions with respect to specific scope of work and contract interpretation issues. In that the Construction Manager is familiar with aspects of the scope of work and the Contract for the Project during the preconstruction phase, the Construction Manager agrees not to request an increase in the GMP for any substantially similar issue based upon a theory of recovery which is inconsistent with written advice or consultation previously discussed pursuant to the aforesaid preconstruction services. Notwithstanding the foregoing, it is agreed that the Construction Manager shall not be responsible for errors or omissions in the Contract Documents, which are the responsibility of the Architect.
