Remedy for Failure to Comply. If Parent reasonably determines that SpinCo is not for any reason fulfilling its obligations under Section 6.02(a) hereof, or if SpinCo reasonably determines that Parent is not for any reason fulfilling its obligations under Section 6.02(b) hereof, then Parent or SpinCo, as the case may be, shall have the right to appoint an independent nationally recognized public accounting or law firm to assist the other in meeting its obligations under this Section 6.02. Such entity shall have complete access, during normal business hours to all books, records and information, and the reasonable cooperation of all appropriate officers and employees, of Parent or SpinCo, as the case may be. In addition, the non-fulfilling party shall be responsible for any additional tax liability caused by the non-fulfillment of its obligations under Section 6.02(a) or (b). Anything in the preceding provisions of this Section 6.02(c) to the contrary notwithstanding, if the party alleged not to have fulfilled or be fulfilling its obligations under Section 6.02(a) or 6.02(b), as applicable, shall maintain that it fulfilled its obligations under Section 6.02(a) or Section 6.02(b), as applicable, and/or that no additional liability resulted from any non-fulfillment with respect to Section 6.02(a) or Section 6.02(b), as applicable, such matter or matters shall be determined by independent counsel agreed to by both the allegedly non-fulfilling party and the party alleging non-fulfillment (which determination shall be final and binding). If such independent counsel shall determine that the allegedly non-fulfilling party in fact fulfilled its obligations under Section 6.02(a) or Section 6.02(b), as applicable: (i) the fees and expenses of the accounting or law firm appointed pursuant to the first sentence of this Section 6.02(c) as well as the fees and expenses of the independent counsel making such determination shall be paid by the party alleging non-fulfillment, and (ii) liability for taxes alleged to have resulted from such non-fulfillment shall be borne by SpinCo or Parent without regard to this Section 6.02(c). If such independent tax counsel shall determine that the alleged non-fulfilling party did not fulfill its obligations under Section 6.02(a) or 6.02(b), as applicable: (i) the fees and expenses referred to in clause (i) of the preceding sentence shall be borne by the party determined not to have fulfilled such obligations, and (ii) the additional tax liability alleged to have been ...
Remedy for Failure to Comply. If PracticeWorks reasonably determines that InfoCure is not for any reason fulfilling its obligations under Section 6.02(a), or if InfoCure reasonably determines that PracticeWorks is not for any reason fulfilling its obligations under Section 6.02(b), then InfoCure or PracticeWorks, as the case may be, shall have the right to appoint, at the expense of the other, an independent entity such as a nationally-recognized public accounting or law firm to assist the other in meeting its obligations under this Section 6.02. Such entity shall have complete access, during normal business hours to all books, records and information, and the complete cooperation of all officers and employees, of InfoCure or PracticeWorks, as the case may be. The remedy provided in this Section 6.02(c) shall not be deemed exclusive.
Remedy for Failure to Comply. If Seafield reasonably determines that SLH is not for any reason fulfilling its obligations under Section 3.3(a), or if SLH reasonably determines that Seafield is not for any reason fulfilling its obligations under Section 3.3(b), then Seafield or SLH, as the case may be, shall have the right to appoint, at the expense of the other, an independent entity such as a nationally recognized public accounting firm to assist the other in meeting its obligations under this Section 3.3. Such entity shall have complete access to all books, records, and information, and the complete cooperation of all officers and employees, of SLH or Seafield, as the case may be.
Remedy for Failure to Comply. If Xxxxxxx reasonably determines that International is not for any reason fulfilling its obligations under Section 4.04(a), or if International reasonably determines that Xxxxxxx is not for any reason fulfilling its obligations under Section 4.04(b), then Xxxxxxx or International, as the case may be, shall have the right to appoint, at the expense of the other, an independent entity such as a nationally-recognized public accounting firm to assist the other in meeting its obligations under this Section 4.04. Such entity shall have complete access, during normal business hours, to all books, records and information, and the complete cooperation of all officers and employees, of International or Xxxxxxx, as the case may be. The remedy provided in this Section 4.04(c) shall not be deemed exclusive.
Remedy for Failure to Comply. If Company reasonably determines that Offshore or DeepFlex is not for any reason fulfilling its obligations under Section 5.05(a), or if Offshore or DeepFlex reasonably determines that Company is not for any reason fulfilling its obligations under Section 5.05(b), then Company, Offshore or DeepFlex, as the case may be, shall have the right to appoint, at the expense of the other, an independent entity such as a nationally-recognized public accounting firm to assist the other in meeting its obligations under this Section 5.05. Such entity shall have complete access to all books, records and information, and the complete cooperation of all officers and employees, of Offshore, DeepFlex or Company, as the case may be.
Remedy for Failure to Comply. If Lanixx xxxsonably determines that Harrxx xx not for any reason fulfilling its obligations under Section 6.02(a), or if Harrxx xxxsonably determines that Lanixx xx not for any reason fulfilling its obligations under Section 6.02(b), then Harrxx xx Lanixx, xx the case may be, shall have the right to appoint, at the expense of the other, an independent entity such as a nationally-recognized public accounting or law firm to assist the other in meeting its obligations under this Section 6.02. Such entity shall have complete access, during normal business hours to all books, records and information, and the complete cooperation of all officers and employees, of Harrxx xx Lanixx, xx the case may be. The remedy provided in this Section 6.02(c) shall not be deemed exclusive.
Remedy for Failure to Comply. If FAF reasonably determines that LAC is not for any reason fulfilling its obligations under Section 4.3(a), or if LAC reasonably determines that FAF is not for any reason fulfilling its obligations under Section 4.3(b), then FAF or LAC, as the case may be, shall have the right to appoint, at the expense of the other, an independent entity such as a nationally recognized public accounting firm to assist the other in meeting its obligations under this Section 4.3. Such entity shall have complete access to all books, records and information, and the complete cooperation of all officers and employees, of LAC or FAF, as the case may be.
Remedy for Failure to Comply. If Seller or Purchaser reasonably ---------------------------- determines that the other party is not fulfilling its obligations in a reasonable manner under Subsection 5.6.2, then the party making such determination shall have the right to select and appoint, at the reasonable expense of defaulting party, an independent entity such as a nationally- recognized public accounting firm to assist such defaulting party in meeting its obligations under Subsection 5.6.2; provided, however, that if such independent entity concludes that such defaulting party shall have fulfilled its obligations under Subsection 5.6.2, then such reasonable expenses shall be for the account of and shall be paid by the party making the determination of non-compliance. Such entity shall have complete access to all books and records and information, and the complete cooperation of all officers and employees of Seller, Purchaser and the Subsidiaries, as the case may be, as reasonably requested by the party making the determination of non-compliance. Notwithstanding the foregoing, neither Seller nor Purchaser shall have the right to appoint such public accounting firm until it has given written notice to the other party of its noncompliance with the provisions of Subsection 5.6.2 and such other party shall have failed to cure such noncompliance within 15 days.
Remedy for Failure to Comply. If any member of the Tandy Group or the Holdings Group shall fail to fulfill its obligations under this Agreement, the members of the Group damaged by such breach shall be entitled to recover reasonable damages from the breaching party in addition to the specific rights to recover Taxes, tax benefits, or other amounts conferred in this Agreement.
Remedy for Failure to Comply. If Baxter reasonably determines ----------------------------- that CVG is not for any reason fulfilling its obligations under Section 4.03 (a), or if CVG reasonably determines that Baxter is not for any reason fulfilling its obligations under Section 4.03(b), then Baxter or CVG, as the case may be, shall have the right to appoint, at the expense of the other, an independent entity such as a nationally-recognized public accounting firm to assist the other in meeting its obligations under this Section 4.03. Such entity shall have complete access to all books, records and information, and the complete cooperation of all officers and employees, of CVG or Baxter, as the case may be.
