Seller's Items Clause Samples
The "Seller's Items" clause defines which goods, materials, or assets are provided by the seller under the agreement. It typically lists or describes the specific items included in the sale, such as equipment, inventory, or intellectual property, and may set out any exclusions or conditions related to these items. By clearly identifying what is being transferred, this clause ensures both parties have a mutual understanding of the seller's obligations and helps prevent disputes over what is included in the transaction.
Seller's Items. If such Tax Audit relates to any taxable period, or portion thereof, ending on or before the Option Closing Date or for any Taxes for which Seller is liable in full hereunder, Seller shall at its expense control the defense and settlement of such Tax Audit.
Seller's Items. If such Tax Audit relates to any taxable period, or portion thereof, ending on or before the Closing Date or for any Taxes for
Seller's Items. To the extent that a Tax Audit relates to any Pre-Closing Tax Period or any Pre-Closing Straddle Period, Seller will at its expense control the defense and settlement of such Tax Audit, except as provided below. To the extent that such Tax Audit relating to any Pre-Closing Tax Period or Pre-Closing Straddle Period could affect the Taxes or Tax Items of Buyer or any Acquired Company for any Post-Closing Straddle Period or Post-Closing Tax Period, (A) Seller will allow Buyer to participate in such defense and settlement at its expense; (B) Seller will promptly provide to Buyer any written correspondence received from the relevant taxing authority in connection with such Tax Audit; (C) Seller will provide to Buyer for its review any written correspondence, materials or other documentation to be delivered to the relevant taxing authority at least 5 business days prior to such delivery; (D) Seller will cooperate in good faith and on a commercially reasonable basis with Buyer to address any concerns or questions of Buyer with respect to such Tax Audit; and (E) neither Seller nor any Affiliate of Seller will settle, compromise, or otherwise agree to any resolution of such Tax Audit (or any portion thereof) without the prior written consent of Buyer. In the event that Buyer fails to consent to any settlement, compromise, or resolution of such Tax Audit (or any portion thereof), Buyer will, at its own expense, assume control of the defense and settlement of such Tax Audit and will indemnify and hold harmless Seller and its Affiliates from the excess, if any, of (i) the amount of any Taxes resulting from such Tax Audit (or portion thereof) over (ii) the amount of Taxes that would have resulted from such Tax Audit (or portion thereof) had such Tax Audit (or portion thereof) been settled, compromised or resolved in the manner proposed by Seller.
Seller's Items. If such Tax Audit relates to any Taxes for which the Sellers are liable under this Agreement, the Sellers shall, at their expense, control the defense and settlement of such Tax Audit.