Buyer and Seller each acknowledge that: (i) they have been represented by independent counsel in connection with this Agreement; (ii) they have executed this Agreement with the advice of such counsel; and (iii) this Agreement is the result of negotiations between the parties hereto and the advice and assistance of their respective counsel. The fact that this Agreement was prepared by Seller's counsel as a matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against Seller because Seller's counsel prepared this Agreement in its final form.
Buyer and Seller. As used in this Agreement, references to "third parties" do not include a Party or its Affiliates.
Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the Allocation Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the preparation and support of such form to Seller within 30 days after the Closing Date. Buyer and Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or the Allocation Statements. Notwithstanding the above provision, Buyer agrees to indemnify and hold Seller harmless from and against any and all liability for Taxes resulting from any reallocation by Buyer or any Governmental Authority as a result of a tax audit of Buyer that differs from the Allocation Statements or as a result of any reallocation of the Purchase Price that differs from the estimated allocation as set forth in Schedule 3.1. and Seller agrees to indemnify and hold Buyer harmless from and against any and all liability for Taxes resulting from any reallocation by Seller of the Purchase Price that differs from the estimated allocation set forth on Schedule 3.1. For purposes of calculating the amount of any Taxes in the preceding sentence, it shall be assumed that such Taxes are payable at the highest effective statutory corporate income tax rates that could apply to Seller for the relevant period.
Examples of Buyer and Seller in a sentence
Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other.
No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer and Seller.
On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.
No modification of this Contract shall be binding unless signed by both Buyer and Seller.
This Contract and the Exhibits constitute the sole and entire agreement between Buyer and Seller with respect to the subject matter hereof.
More Definitions of Buyer and Seller
Buyer and Seller shall enter into an agreement with the Escrow Agent pursuant to which the Escrow Account shall be administered (the "Escrow Agreement").
Buyer and Seller shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as part of their respective obligations under this Agreement, and Buyer and Seller shall execute such other documents as may be necessary or desirable to obtain such Consents, desirable to the implementation and consummation of this Agreement, and otherwise use their commercially reasonable efforts to consummate the transaction contemplated hereby and to fulfill their obligations under this Agreement. Seller and Buyer shall each diligently make, and cooperate with the other in making, all commercially reasonable efforts to obtain or cause to be obtained prior to the Closing Date (a) all Consents without any change in the terms or conditions of any Assumed Contract or License that could reasonably be expected to be materially less advantageous to Buyer than those pertaining under the Assumed Contract or License as in effect on the date of this Agreement and (b) estoppel certificates, in customary form reasonably satisfactory to Buyer and Seller, relating to the Real Property leased to Seller. Seller shall promptly advise Buyer of any difficulties experienced in obtaining any of the Consents and of any conditions proposed, considered, or requested for any of the Consents. Buyer agrees to use all commercially reasonable efforts to assist Seller in obtaining such Consents and such estoppel certificates, and to take all commercially reasonable actions necessary or desirable to obtain such Consents and such estoppel certificates, including without limitation, executing such assumption instruments and other documents as may be required in connection with obtaining the Consents and the estoppel certificates. Seller will cooperate with Buyer in Buyer's efforts to obtain title policies relating to the Real Property.
Buyer and Seller shall also mean Buyer's Affiliates and Seller's Affiliates, respectively. 1.2. Development Agreement shall mean the agreement entered into by and between Hitachi's Division and Exabyte on the 22nd day of February 1995 for the design and development of an 8mm deck for data storage applications. 1.3. Funded Hard Tooling shall mean any tooling purchased or paid for by Buyer and/or Exabyte pursuant to this Agreement or the Development Agreement. 1.4. Hitachi's Division shall mean the division engaged in the commercial production of Product during the term of this Agreement. Upon execution of this Agreement, it shall mean Image and Information Media Systems Division. 1.5. Product shall mean the product and other items manufactured, assembled at Hitachi's Division and sold by Seller which are listed in Appendix I of this Agreement (and those items, if any, hereafter added by the parties to Appendix I), including Product defined by the specifications included in Exhibit A, "Product Specifications". 1.6. Spare Parts shall mean all parts or components of Product which are listed in Appendix II of the Agreement (and those items, if any, hereafter added by the parties to Appendix II). 2 PAGE(2) 2.
Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the Allocation Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the preparation and support of such Allocation Statements and form (including, but not limited to, appraisals) to the Seller within 30 days after finalizing of the Allocation Statements. The Buyer and the Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or Allocation Statements.
Buyer and Seller shall fully cooperate with one another in connection with the requirements imposed by this Agreement, and each agrees to take such further action and to execute and deliver such further documents, with acknowledgment or affidavit if required, as may be reasonably necessary to carry out the purposes of this Agreement and to facilitate the satisfaction of any conditions set forth herein. This Agreement, and documents required in furtherance hereof, shall be deemed fully executed when either (1) a single original document bears the signatures of all parties or (2) all parties have signed individual copies of an original document and transmitted copies so executed to all other parties, such that a copy of each signature required by such document is in the possession of each party to the document.
Buyer and Seller waive compliance with the provisions of the applicable statutes relating to bulk transfers or bulk sales. Seller shall indemnify and hold harmless Buyer from and against any and all loss, costs, damage, claim or expense (including attorneys' fees), which Buyer may sustain by reason of Seller's failure to comply with such bulk transfer or bulk sales provisions.
Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the Allocation Statements, treating the purchase of the Transferred Assets as a taxable purchase and not as a tax-free transfer that would result in a carry-over basis to Buyer. In particular, Seller agrees that it will not make any filing or enter into any agreement pursuant to Section 367 or Section 6038B of the Code. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the preparation and support of such Allocation Statements and form (including, but not limited to, appraisals) to Seller within 30 days after finalizing of the Allocation Statements. Buyer and Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or the Allocation Statements.