Scope of Article VIII Sample Clauses

Scope of Article VIII. Any claim by any Party relating to a breach by another Party of its obligations under this Article VIII shall be pursued in accordance with the procedures for indemnification claims, and shall otherwise be subject to the terms and conditions, set forth in Article VII. Notwithstanding the foregoing or any other term or condition of Article VII, (i) claims for a breach of an obligation under this Article VIII may be made by a Party at any time prior to the 60th day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates and (ii) to the extent there is any inconsistency between the terms of Article VII and this Article VIII with respect to the allocation of responsibility between the Sellers and the Buyer for Taxes relating to the Business, the provisions of this Article VIII shall govern.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Scope of Article VIII. Any claim by any Party relating to a breach by another Party of its obligations under this Article VIII shall be pursued in accordance with the procedures for indemnification claims set forth in this Article VIII, and shall not otherwise be subject to the terms and conditions, set forth in Article VII. To the extent there is any inconsistency between the AGREEMENT AND PLAN OF MERGER terms of Article VII and this Article VIII with respect to the allocation of responsibility between the Company, the Company Stockholders and the Parent for Taxes relating to the business of the Company, the provisions of this Article VIII shall govern.
Sample 1See All (4)
Scope of Article VIII. Any claim by either Party relating to a breach by the other Party of its obligations under this ARTICLE VIII shall be pursued in accordance with the procedures for indemnification claims set forth in Section 6.3. Notwithstanding the foregoing or any other term or condition of this ARTICLE VIII, (a) claims for a breach of an obligation under this ARTICLE VIII may be made by a Party at any time prior to the 60th day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates and (b) to the extent there is any inconsistency between the terms of ARTICLE VI and this ARTICLE VIII with respect to the allocation of responsibility between Parent and Buyer for Taxes (and the procedures with respect thereto), the provisions of this ARTICLE VIII shall govern. The Parties agree that any audit or other proceeding with or against any Taxing Authority relating to the covenant contained in Section 8.5(c) or that potentially affects the amount of any reduction in the basis of Parent for its shares of Tenaxis stock as a result of the election referenced in that covenant shall be considered to be a Third-Party Claim to which the provisions of Section 6.3(a) apply.
Sample 1
Scope of Article VIII. Any claim by the Buyer under this Article VIII shall be pursued in accordance with the procedures for indemnification claims, and shall otherwise be subject to the terms and conditions, set forth in Article VII. Notwithstanding the foregoing or any other term or condition of Article VII, (i) claims under this Article VIII may be made by the Buyer any time prior to the 30th day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates and (ii) to the extent there is any inconsistency between the terms of Article VII and this Article VIII with respect to the allocation of responsibility between the Company Participating Equity Holders and Spinco, on the one hand, and the Buyer, on the other hand, for Taxes, the provisions of this Article VIII shall govern.
Sample 1
Scope of Article VIII. Any claim by the Buyer under this Article VIII shall be pursued in accordance with the procedures for indemnification claims, and shall otherwise be subject to the terms and conditions, set forth in Article VI. Notwithstanding the foregoing or any other term or condition of Article VI, (i) claims under this Article VIII may be made by the Buyer any time prior to the 30th day after the expiration of the statute of limitations applicable to the Tax matter to which the claim relates and (ii) to the extent there is any inconsistency between the terms of Article VI and this Article VIII with respect to the allocation of responsibility between the Company Stockholders and the Buyer for Taxes, the provisions of this Article VIII shall govern. Except as set forth in Section 6.4(c), any limitation upon the Company Stockholders indemnification obligations pursuant to Section 6.4 shall not apply to any claim made by the Buyer under this Article VIII.
Sample 1
Scope of Article VIII. This Article VIII shall be binding on Agent and Lenders, but shall not be binding on or enforceable by Borrower or Operating Lessee unless otherwise expressly provided herein. As among Agent and Lenders, the provisions of this Article VIII may be amended, waived or otherwise modified by Agent and Lenders without the consent of Borrower or Operating Lessee and without the need for Borrower or Operating Lessee to be party to any of the same. Without limiting the foregoing, nothing contained in this Article VIII or any amendments, waivers or modifications thereof by Agent and Lenders, shall limit or modify the rights and obligations of, and restrictions applicable to, Borrower, Operating Lessee, Agent or Lenders set forth in any other provision of this Loan Agreement or in the other Loan Documents, except as among Agent and Lenders.
Sample 1

Related to Scope of Article VIII

  • Applicability of Article Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

  • Application of Article This Article is intended only as a basis of calculating overtime payments, and nothing in this Agreement shall be construed as a guarantee of hours of work per day, week, tour of duty, work period or year.

  • Applicability of Article; Company’s Option to Effect Defeasance or Covenant Defeasance If, pursuant to Section 3.1, provision is made for either or both of (a) Defeasance of the Securities of a series under Section 13.2 or (b) Covenant Defeasance of the Securities of a series under Section 13.3, then the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article XIII, shall be applicable to the Securities of such series, and the Company may at its option by Board Resolution or in any other manner specified as contemplated by Section 3.1, at any time, with respect to the Securities of such series, elect to have either Section 13.2 (if applicable) or Section 13.3 (if applicable) be applied to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article XIII.

  • Titles of Articles, Sections and Subsections All titles or headings to articles, sections, subsections or other divisions of this Agreement and the other Loan Documents or the exhibits hereto and thereto are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such articles, sections, subsections or other divisions, such other content being controlling as to the agreement between the parties hereto.

  • Applicability of This Article Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form of Security shall govern.

  • Titles of Articles and Sections Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions.

  • Modification to Article VII, Section 4 of the DPA Article VI, Section 4 of the DPA (Annual Notification of Rights.) is amended as follows:

  • SECTION 1303. Covenant Defeasance Section 1304. Conditions to Defeasance or Covenant Defeasance.............................................55

  • Modification to Article V, Section 4 of the DPA Article V, Section 4 of the DPA (Data Breach.) is amended with the following additions: (6) For purposes of defining an unauthorized disclosure or security breach, this definition specifically includes meanings assigned by Texas law, including applicable provisions in the Texas Education Code and Texas Business and Commerce Code.

  • Issuer’s Option to Effect Defeasance or Covenant Defeasance The Issuer may, at its option and at any time prior to the Stated Maturity of the Notes, by a resolution of its Board of Directors, elect to have either Section 8.02 or Section 8.03 be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!