Neither Buyer definition

Neither Buyer nor Buyer's Parent intends with respect to the Included Assets to engage in a "plant closing" or "mass layoff," as such terms are defined in the WARN Act, within sixty (60) days after the Closing Date.

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Neither Buyer. OP nor CAP Sellers makes any representation or warranty to the other as to whether the IRS will agree with such allocation or, if the IRS does not so agree, whether the IRS would prevail in such contrary position. The parties recognize that the IRS might contend either that a larger amount of the existing nonrecourse debt of Buyer OP must be allocated to CAP Sellers, in which event a lesser amount of the existing nonrecourse debt of Buyer OP would be allocated to the other partners of Buyer OP, or, alternatively, that a larger amount of the existing nonrecourse debt of Buyer OP must be allocated to the other partners of Buyer OP, in which event a lesser amount of the existing nonrecourse debt of Buyer OP would be allocated to CAP Sellers. Buyer OP agrees that its Tax Returns for the tax year in which the contribution of the Contributed Assets occurs shall reflect the allocation to CAP Sellers of an amount of indebtedness not less than $88 million (the "Combined Allocated Debt Amount"). Buyer OP's Tax Returns for each subsequent year ending on or before December 31, 2003 shall continue to reflect the allocation to CAP Sellers of an amount of indebtedness determined on the same basis as that used to compute the indebtedness allocable to CAP Sellers for the year in which the contribution of the Contributed Assets to Buyer OP occurs, except to the extent that such allocations are affected by any material changes that occur after the date hereof in the U.S. federal income tax laws or the relevant facts. Buyer OP (i) shall notify CAP Sellers of the commencement of any administrative proceedings by the IRS with respect to the Tax Returns of Buyer OP or any Subsidiary for such years, (ii) shall permit CAP Sellers to participate in such administrative proceedings or subsequent judicial proceedings to the extent either of such proceedings relate both to CAP Sellers and to matters addressed in this Agreement and (iii) shall not settle any aspect of such proceedings described in clause (ii) that materially affects the U.S. federal or state income tax liability of CAP Sellers without CAP Sellers's consent, which consent shall not be unreasonably withheld.

Neither Buyer nor any Person acting on behalf of Buyer has incurred any liability for any finders' or brokers' fees or commissions in connection with the transactions contemplated by this Agreement except as described in Section 11.1.

Examples of Neither Buyer in a sentence

• Neither Buyer nor any of its representative, agents or contractors shall be deemed an invitee of the Property by virtue of this Agreement, the Property Data or the offering of the Property for sale.

• Neither Buyer or Seller, nor any of their affiliates, are in violation of any Anti-Terrorism Law (as hereinafter defined) or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

• Neither Buyer nor Seller shall assign this Master Agreement nor delegate any of its duties hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; otherwise any such delegation or assignment shall be voidable at the option of the other Party.

• Neither Buyer nor any Person acting on its behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.

• Neither Buyer nor any of its representatives, agents or contractors shall be deemed an invitee of the Property by virtue of this Agreement, the Property Data or the offering of the Property for sale.

• Neither Buyer nor any of its directors, officers, employees or agents have retained, employed or used any broker or finder in connection with the transaction provided for herein or in connection with the negotiation thereof.

• Neither Buyer nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Repurchase Assets or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Repurchase Assets upon the request of Seller or otherwise.

• Neither Buyer nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with the Contemplated Transactions.

• Neither Buyer nor any of its Representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents' commissions or other similar payment in connection with the Contemplated Transactions.

• Neither Buyer nor any of its employees or agents is authorized to incur any obligations or make any promises or representations on Seller's behalf.