Examples of Taxation Deed in a sentence
If any payment is made by the Seller to the Buyer in satisfaction of a successful Relevant Claim or under the Taxation Deed, such payment shall be treated as an adjustment to the consideration paid for the Sale Shares.
Any notice to any party hereto given pursuant to this Agreement or the Taxation Deed or any agreement delivered in connection herewith shall be given by hand delivery or internationally recognised express courier delivery service addressed as follows: if to the Seller: Xxxxx Xxxxxxx 0 Xxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Xxxxx XX0 0XX with a copy to: Xxxxx & Xxxxx Xxxxxxx Xxxxx 000 Xxxxx Xxxx Xxxxxxxxx XX0 0XX if to the Purchaser: GenRad, Inc.
Save as provided in clause 2, clause 6.5 or clause 6.8, the Buyer shall not be entitled to terminate or rescind this Agreement or the Taxation Deed by reason of any Relevant Claim, claim under the Taxation Deed or for any other reason.
If either of the Heritage Provision or the TDR Provision shall prove to be an over-provision the amount over-provided shall be set off against the liability (if any) of the Warrantors under the Warranties and clause 9.1(d) and (in the case of the TDR Provision only the Taxation Deed.
All provisions of this Agreement shall so far as they are capable of being performed or observed continue in full force and effect notwithstanding Completion except in respect of those matters then already performed and Completion shall not constitute a waiver of any of the Buyer’s rights in relation to this Agreement or the Taxation Deed.
The Vendor has, full power and authority to enter into and subject to shareholder consent, perform this Agreement and the Taxation Deed and all and any other agreements connected to or contemplated by this Agreement ("the Vendor Delivered Documents"), and this Agreement constitutes and the Taxation Deed and the Vendor Delivered Documents will when executed constitute obligations binding on the Vendor in accordance with their terms.
Each of the parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this Agreement, the Taxation Deed and all ancillary documents.
The provisions of this Article shall operate, inter alia, to limit or reduce the liability of the Purchaser and Participants (the "Warrantors") in respect of claims by the Purchaser or Participants (a "Claimant") under the Representations and Warranties (the "Warranties") and, where specified, the Taxation Deed.
The Taxation Deed duly executed in the Form of EXHIBIT A (the "Taxation Deed").
The satisfaction by the Seller of any claim under this Agreement (including the Warranties) or under the Taxation Deed shall be deemed to constitute a reduction in the Purchase Price payable by the Buyer for the sale of the Sale Share.