Over-provision and Reliefs Sample Clauses

Over-provision and Reliefs. 7.1 If the auditors for the time being of the Company shall certify (at the request and expense of the Shareholders) that any provision for Taxation in the Management Accounts (excluding any provision for deferred taxation) has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3 below.
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Over-provision and Reliefs. 8.1 If on or before the fourth anniversary of the date of this Agreement, the auditors for the time being of the relevant Group Company shall confirm in writing (on instruction of the relevant Group Company but at the request and expense of the Sellers) that (applying the same policies, principles and practices as used in preparing the Completion Balance Sheet) any provision for Taxation (excluding any provision for deferred taxation) on the balance sheet in the Completion Balance Sheet (other than by reason of the availability of a Relief arising after the date of this Agreement and ignoring the effect of any change in law made after the date of this Agreement) has proved to be an over-provision and that over-provision reduces a liability to make an actual payment of Tax of the relevant Group Company or the Purchaser (other than a liability for which the Purchaser would be entitled to bring a Tax Claim), then an amount equal to 2.5% of the amount of such over-provision shall be dealt with in accordance with paragraph 8.3.
Sample 1
Over-provision and Reliefs. 7.1 If on or before the eighteen (18) month anniversary of Completion, the auditors for the time being of the relevant Group Company confirm in writing (at the request of the Sellers' Representative's request but at the expense of the Management Sellers) that any provision for Taxation (excluding any provision for deferred taxation) in the Completion Accounts (other than by reason of the availability of a Post Completion Relief) has proved to be an over-provision, then the amount of such over-provision shall be dealt with in accordance with paragraph 7.3 below.
Sample 1

Related to Over-provision and Reliefs

  • Term; Termination; Survival of Provisions The term of this Agreement shall commence on the date hereof and shall continue, unless earlier terminated pursuant to the provisions of this section, for twelve (12) months, automatically renewed thereafter for monthly periods unless either Party informs the other in writing thirty (30) days prior to the end of the current term of its intent to terminate this Agreement. This Agreement may be terminated prior to the end of the current term, by mutual written consent of the Parties hereto, or:

  • Certain Covenants and Agreements of the Company The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:

  • Survival of Restrictive Covenants Employee acknowledges that the above restrictive covenants shall survive the termination of this Agreement and the termination of Employee’s employment for any reason. Employee further acknowledges that any alleged breach by the Company of any contractual, statutory or other obligation shall not excuse or terminate the obligations hereunder or otherwise preclude the Company from seeking injunctive or other relief. Rather, Employee acknowledges that such obligations are independent and separate covenants undertaken by Employee for the benefit of the Company.

  • Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

  • Confidentiality Provisions (a) Each Management Stockholder acknowledges, represents, and agrees that: (i) the Company’s financial statements and any other Confidential Information (as defined below) that the Company may, in its sole discretion, furnish to the Stockholders contain confidential, proprietary, and material nonpublic information about the Company; (ii) it shall keep the Confidential Information and all information therein secret and confidential; (iii) it shall hold same in accordance with its customary procedures, if any, for handling confidential information on investments; (iv) it shall not disclose the Confidential Information or any information therein to anyone except (A) to its Affiliates (that do not compete with, or engage in any of the same businesses as, the Company), officers, directors, employees, agents or advisors, who are directly involved in the administration of its stockholding in the Company, all of whom must be advised of and agree to adhere to the terms of this Section 6, (B) as required by law, or (C) as requested or required by any provincial, state, federal, national or foreign authority or examiner regulating banks or banking or claiming to have the authority to regulate banks or banking; (v) it shall be responsible for any breach of the terms of this Section 6 committed to anyone to whom it disclosed the Confidential Information or any information therein; (vi) it shall not use the Confidential Information or any information therein for any purpose other than for appropriate purposes in connection with its stockholding in the Company; and (vii) in the event of any breach of the terms of this Section 6, the Company shall be entitled to specific performance and/or injunctive relief (without bond) as a remedy for any such breach, in addition to all other remedies available at law or in equity, and shall be entitled to reimbursement of all legal fees and litigation expenses incurred in enforcing the terms of this Section 6.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Survival of Provisions The obligations contained in this Section 11 shall survive the termination or expiration of the Executive’s employment with the Company and shall be fully enforceable thereafter.

  • Confidentiality and Restrictive Covenants (a) The Executive acknowledges that:

  • Covenants and Agreements of the Parties The Parties agree to the following covenants:

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