Non-Exempt Transactions Sample Clauses

Non-Exempt Transactions. (1) If the transfer of Purchased Assets in a particular jurisdiction is not an Exempt Transaction, Purchaser and Seller shall co-operate in good faith and shall use commercially reasonable efforts to structure the transfer of the Purchased Assets in each applicable jurisdiction in a manner that will either result in the Purchaser or the applicable Purchaser Affiliate being able to obtain a credit or recover in full any Value Added Tax charged on the transfer of the Purchased Assets at the earliest opportunity, and the parties shall equally share the costs and expenses in connection therewith; provided, that neither Seller nor the applicable Assigning Subsidiary shall be required to take any action that it is not legally permitted to take under the Value Added Tax and related legislation of the applicable jurisdiction.
Sample 1
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Non-Exempt Transactions. (1) If the transfer of Purchased Assets in a particular jurisdiction is not an Exempt Transaction, Purchaser and Seller shall co-operate in good faith and shall use commercially reasonable efforts to structure the transfer of the Purchased Assets in each applicable jurisdiction in a manner that will either result in the Purchaser or the applicable Purchaser Affiliate being able to obtain a credit or recover in full any Value Added Tax charged on the transfer of the Purchased Assets at the earliest opportunity, and the parties shall equally share the costs and expenses in connection therewith; provided, that neither Seller nor the applicable Assigning Subsidiary shall be required to take any action that it is not legally permitted to take under the Value Added Tax and related legislation of the applicable jurisdiction. (2) Purchaser and Seller shall consult with each other in good faith as to the amount of Value Added Tax to be imposed upon the transfer of Purchased Assets by Seller or an Assigning Subsidiary to Purchaser or a Purchaser Affiliate. If Seller and Purchaser cannot agree at least three (3) Business Days prior to the Closing Date as to the amount of Value Added Tax, the parties shall submit their dispute to the Selected Accounting Firm whose resolution shall be binding on the parties. Each party shall pay one-half of the fees, costs and expenses incurred by the Selected Accounting Firm in connection therewith.
Sample 1

Related to Non-Exempt Transactions

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Reportable Transactions Neither the Company nor any of its subsidiaries has participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-(4)(b)(1).

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

  • Permitted Transactions The Customer agrees that it will cause transactions to be made pursuant to this Agreement only upon Instructions in accordance Section 14 and only for the purposes listed below.

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