Treatment of Claims. The Executive shall notify the Company and the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require a Gross-Up Payment to be made. Such notification shall be given as soon as practicable, but no later than ten business days, after the Executive is informed in writing of such claim and shall apprise the Company and the Bank of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company and the Bank (or any shorter period ending on the date that payment of taxes with respect to such claim is due). If the Company or the Bank notifies the Executive in writing prior to the expiration of this period that it desires to contest such claim, the Executive shall:
i. give the Company and the Bank any information reasonably requested by the Company and the Bank relating to such claim;
ii. take such action in connection with contesting such claim as the Company and the Bank shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and the Bank;
iii. cooperate with the Company and the Bank in good faith in order to effectively contest such claim; and
iv. permit the Company and the Bank to participate in any proceedings relating to such claim; provided, however, that the Company and the Bank shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and indemnity and hold the Executive harmless, on an after-tax basis, for any Excise Tax or related taxes, interest or penalties imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 15(c), the Company and the Bank shall control all proceedings taken in connection with such contest and, at their option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority with respect to such claim and may, at their option, either direct the Executive to pay the tax claimed and sxx for a refund or contest the claim in any permissible manner. Further, the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court o...
Treatment of Claims. Liability. EXCEPT AS PROVIDED BELOW IN THE INDEMNITY SECTION, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OF OR INABILITY TO USE THE AOL NETWORK OR ICP SITES OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO. LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY" SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE AGGREGATE AMOUNTS PAYABLE HEREUNDER AS OF THE DATE UABIL17Y ACCRUED. No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK THE ICP SITES OR ANY AOL PUBLISHING TOOLS. INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF THE ICP SITES.
Treatment of Claims. Deed Company Claims shall be dealt with for all purposes in accordance with Clause 6 (Claims Determination Process) of the LTD DOCA and any related provisions of that DOCA notwithstanding that those claims are against the Deed Company, not LTD.
Treatment of Claims. The Executive shall notify the Company and the Bank in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company and the Bank of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive is informed in writing of such claim and shall apprise the Company and the Bank of the nature of such claims and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which it gives such notice to the Company and the Bank (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company and the Bank notify the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall:
i. give the Company and the Bank any information reasonably request by the Company and the Bank relating such claim, ii. take such action in connection with contesting such claim as the Company and the Bank shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company and the Bank,
Treatment of Claims. Ralcorp (acting directly or through a member of the Ralcorp Group) will be responsible for all Liabilities for all WC Claims made (including Liabilities for associated administrative functions) prior to the Distribution Date and while employed by the Ralcorp Group or the Post Group, in either case, prior to the Distribution Date, whether reported prior to, on or after the Distribution Date.
Treatment of Claims. Neither the Shareholder nor KS shall settle or compromise any claim brought by any present, former or purported holder of any securities of the Corporation in connection with the transactions contemplated by this Agreement without the prior written consent of the Acquiror, except to the extent any such settlement (i) provides a full and unconditional release to the Acquiror and the Offeror, as well as the Corporation and its Subsidiaries, (ii) imposes no limitations or restrictions on the business or affairs of the Corporation and its Subsidiaries and (iii) does not include any finding or admission of any violation of Laws or any violation of the rights of any person by the Corporation or any of its Subsidiaries, the Acquiror or the Offeror.
Treatment of Claims. The claims asserted, or that could be asserted, by the Affinia Entities in the Bankruptcy Cases or otherwise against the Dana Entities will be treated as follows:
a. Consistent with prior agreements of the Parties, the Trade Claim will be allowed in the amount of $429,579.00 as a general unsecured nonpriority claim against Dana.
b. In full and final satisfaction of any claims that Affinia may have against Dana under or with respect to the Purchase Agreement or the Xxxxxx Trademark License as of the date of the settlement (including any potential rejection or termination damages claims) and as further consideration of the various concessions made by Affinia as described herein, Proof of Claim No. 11680 filed by Affinia will be liquidated and allowed in the amount of $21,700,000.00 as a general unsecured nonpriority claim against Dana (the “Settlement Claim”).
c. The Trade Claim and the Settlement Claim (collectively, the “Allowed Claims”) will be subject to treatment and satisfaction pursuant to the terms and conditions of the Plan or such other plan of reorganization that is confirmed and becomes effective in the Bankruptcy Cases.
d. Affinia agrees that no amounts are owed to cure any defaults under the Other Ancillary Agreements as of the date of this Settlement Agreement (other than amounts owed in the ordinary course of business), and that the cure amount under section 365(b)(1)(A) of the Bankruptcy Code for any agreement to be assumed hereunder will be $0.00.
e. Other than the Allowed Claims, all other proofs of claim that the Affinia Entities have filed in the Debtors’ chapter 11 cases or that have been scheduled on behalf of the Affinia Entities, including the Affinia Claims identified on the attached Exhibit G, will be deemed waived, extinguished and expunged. The Affinia Entities agree that they will not file any further proofs of claim in these cases and that any such additional claims, if filed, will be deemed waived, extinguished and expunged without further action by the Parties or the Bankruptcy Court.
Treatment of Claims. Allowed claims shall be treated in a manner that satisfies the requirements of section 1129 of the Bankruptcy Code, including, without limitation, as follows:
Treatment of Claims. If the Parent or the Purchaser becomes aware of a Breach or an Indemnified Event, the Parent shall:
10.1.1 within a reasonable period of time, as set forth in section 7:23 of the Dutch Civil Code – which the Parties agree to be thirty (30) Business Days – after the Breach or Indemnified Event became known to the Parent and/or the Purchaser, deliver written notice in accordance with Clause 15.1, which written notice shall contain full details of such Breach or Indemnified Event, including the nature and amount of the claim and such other specifics as reasonably requested by the Vendor;
10.1.2 take such actions as the Vendor may reasonably request to avoid, dispute or mitigate any claim or matter which would give rise to a Breach or an Indemnified Event, unless the Parent’s commercial interests reasonably require otherwise;
10.1.3 take such actions as may in the reasonable opinion of the Parent be required to diminish the adverse effect of a Breach or an Indemnified Event on the Company, the Group, the Business or the business of the Parent, such actions to be in consultation with the Vendor; and
10.1.4 where a time limit applies to a claim giving rise to a liability or a potential liability under the Agreement, the Parent and the Purchaser shall use reasonable efforts to ensure that such time limit (whether for appeal or otherwise) is complied with (unless otherwise instructed by the Vendor).
Treatment of Claims. Any payment made by the Vendor in respect of breach of the Warranties shall constitute a reduction in the Consideration.
