Notwithstanding Section 1 Sample Clauses
Notwithstanding Section 1. 16(a) or anything else to the contrary in this Agreement, if neither the Israeli Tax Rulings nor a Valid Tax Certificate is provided to the Payor providing for a full exemption from Israeli withholding Tax, at least three (3) Business Days prior to the Closing Date, Pubco will be entitled to appoint a third party Israeli withholding tax agent (the “Exchange Agent”), and deliver all payments (including payment in-kind) under this Agreement (including any amounts payable after the Closing Date) to the Exchange Agent, who will be entitled to deduct and withhold therefrom any applicable Taxes applicable to Israeli Payees, as determined by the Exchange Agent according to applicable Law, and remit any such amounts deducted or withheld to the ITA. The Exchange Agent shall provide Pubco, prior to the Closing Date, with an undertaking as required under Section 6.2.4.3 of Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates). Any such amount required to be withheld shall be funded first through payment by the applicable Israeli Payee of the Tax amount required as determined by the Exchange Agent according to applicable Law, or as determined in a Valid Tax Certificate that provides for withholding of a certain amount on account of Taxes, which amount to be transferred to the Exchange Agent within seven (7) days of such request. To the extent that an Israeli Payee does not comply with the provisions of the preceding sentence, the Exchange Agent shall at any time following the Company Merger Effective Time be entitled to satisfy any such withholding obligation, through the forfeiture or sale of the portion of the Pubco Ordinary Shares otherwise transferrable to such Israeli Payee that is required to enable the Exchange Agent to comply with applicable deduction or withholding requirements. Each Israeli Payee will, pursuant to the Letter of Transmittal, waive, release and absolutely and forever discharge Pubco or anyone acting on its behalf and the Exchange Agent from and against any and all claims for any losses in connection with the forfeiture or sale of any portion of the Pubco Ordinary Shares otherwise transferrable to such Israeli Payee in compliance with the withholding requirements under this Section 1.16(b). To the extent that the Exchange Agent is unable, for whatever reason, to effect a forfeiture or to sell the applicable portion of Pubco Ordinary Shares...
Notwithstanding Section 1. 1.1 to the contrary, if the ------------- Original Agreement is terminated by either party for any reason, including as of a result of breach by either party, all unpaid amounts provided for in Section -------
1.1.1 in addition to any other amounts that may be payable by Interplay as a ----- result of such termination, shall be immediately due and payable, without notice, as of the date of such termination.
Notwithstanding Section 1 i.i. of the New Dealer Agreement, ▇▇▇▇ may, without further approval by Deere, conduct the IPO, provided, however, that ▇▇▇▇ will execute an Indemnification Agreement, in the form attached hereto as Attachment 3 ("Indemnification Agreement"), before proceeding with the IPO.
Notwithstanding Section 1. 17.1, Palico may use and display Confidential Information on the Platform as necessary to provide services to Members therein, and each of you and Palico may provide Confidential Information on a “need to know basis” to its respective Representatives solely for the purposes of using or operating the Platform or for any other purpose when permitted to do so under applicable law. Furthermore, each of you and Palico may disclose any Confidential Information to the extent required by judicial order, law, rule or regulation, or as part of an inspection or request by a governmental agency or self-regulatory agency, or otherwise to their respective professional advisers, auditors and insurers to the extent that such persons are bound by a legal, fiduciary or contractual duty of confidentiality with respect to the relevant Confidential Information.
Notwithstanding Section 1. 15(a) or anything else to the contrary in this Agreement, if a Valid Tax Certificate is not provided by a Payee to the Payor providing for a full exemption from Israeli withholding Tax, at least three (3) Business Days prior to the Closing Date, Pubco will be entitled to appoint a third party Israeli withholding tax agent (the “Exchange Agent”), and deliver all payments (including payment in-kind) under this Agreement (including any amounts payable after the Closing Date) to the Exchange Agent (other than consideration payable in respect of Company Options and Section 102 Shares). The Exchange Agent shall retain such consideration, for the benefit of such Payee, for a period of up to 180 days following the Closing Date or an earlier date required in writing by such Payee or by the ITA (such applicable time, the “Withholding Drop Date”) (during which time no Payor shall withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement to such Payee, except as provided below), and during which time such Payee may obtain a Valid Tax Certificate. If such Payee delivers, no later than three (3) Business Days prior to the Withholding Drop Date, a Valid Tax Certificate, to the Exchange Agent, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with such Valid Tax Certificate and the balance of the payment that is not withheld shall be promptly paid to such Payee. If such Payee (A) does not provide the Exchange Agent with a Valid Tax Certificate by no later than three Business Days before the Withholding Drop Date or (B) submits a written request with the Exchange Agent to release his, her or its payment prior to the Withholding Drop Date and fails to submit a Valid Certificate at or before such time, then the amount to be withheld from such payment shall be calculated according to the applicable withholding rate as reasonably determined by Exchange Agent in accordance with the Israeli Tax Ordinance and the Exchange Agent will pay to such Payee the balance of the payment due to such Payee that is not so withheld. The Exchange Agent shall provide Pubco, prior to the Closing Date, with an undertaking as required under Section 6.2.4.3 of Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates). Any withholding made in NIS with respect to payments made hereunder in dollars shall be calculated based o...