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
No modification of this Agreement shall be binding unless signed by both Buyer and Seller.
Buyer and Seller agree to mediate any dispute or claim arising out of this Agreement, or in any resulting transaction, before resorting to arbitration or court action.
Any extension of the Closing must be agreed upon, in writing, by Buyer and Seller.
No failure or delay by Seller in exercising any right and no course of dealing between Buyer and Seller shall operate as a waiver of rights by Seller.
Identification of the goods shall not be deemed to have been made until both Buyer and Seller have agreed that the goods in question are to be appropriate to the performance of this Agreement.
More Definitions of Buyer and Seller
Buyer and Seller expressly acknowledge that Seller's obtaining final approval of the Rezoning is a condition precedent to Buyer's obligation to proceed to Closing. For purposes of this Contract, Seller shall be deemed to have obtained final approval of the Rezoning when the Rezoning has been approved by all necessary and appropriate governmental authorities of the County, and all applicable appeal periods have expired without an appeal having been filed or (if an appeal is filed) the entry of a final decree by a court of competent jurisdiction upholding the Rezoning approval and the expiration of all applicable appeal periods without an appeal of such decree having been filed. In the event that (a) Seller has not obtained final approval of the Rezoning on or before the Outside Closing Date (as defined below), or (b) Buyer, at any time during the Rezoning process determines, in its sole discretion, that Seller will not be able to obtain final approval of the Rezoning, then Buyer may either (i) terminate this Contract by delivering written notice to Seller, in which event the Deposit shall be returned to Buyer and the parties shall have no further rights or obligations under this Contract, or (ii) waive such condition and proceed under this Contract.
Buyer and Seller shall diligently prosecute the FCC Application and otherwise use their commercially reasonable efforts to obtain the FCC Consent as soon as possible. Seller shall timely publish and/or broadcast the notices required by FCC rules and regulations pertaining to the FCC Application. In the event that the FCC imposes any condition upon Buyer or Seller with respect to the FCC Application, the party subject to such condition shall use its commercially reasonable efforts to comply therewith, provided, however, that the party subject to such condition shall not be required to take any action if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement, and (ii) compliance with the condition would, in its reasonable judgment, be unduly burdensome on it in any material respect (financial or otherwise). If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Article 10, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the effective period of the FCC Consent shall limit the right of a party to exercise its rights under Article 10.
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 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 herein collectively called " the parties").
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.
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.