Common use of Tax Claims Clause in Contracts

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) shall be governed exclusively by Article 8 hereof.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Charge Enterprises, Inc.), Unit Purchase Agreement (Charge Enterprises, Inc.), Agreement and Plan of Merger (Charge Enterprises, Inc.)

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Tax Claims. Notwithstanding Subject to Section 9.7, notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.24 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) ARTICLE VII) shall be governed exclusively by Article 8 ARTICLE VII hereof.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company or any Subsidiary (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 2.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) Section 7) shall be governed exclusively by Article 8 Section 7 hereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VIII) shall be governed exclusively by Article 8 VIII hereof.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Neulion, Inc.), Agreement and Plan of Merger (PCF 1, LLC)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of Sellers or their operation of the Company Business prior to Closing (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article 8) VI) shall be governed exclusively by Article 8 this Section 8.05 hereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advance America, Cash Advance Centers, Inc.), Asset Purchase Agreement (CompuCredit Holdings Corp)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 2.09 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) XI) shall be governed exclusively by Article 8 XI hereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 5.21 hereof 3.20 or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) 6) shall be governed exclusively by Article 8 hereof6.

Appears in 1 contract

Samples: Purchase Agreement (Foundation Healthcare, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding Action in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.10 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VistaGen Therapeutics, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of the defense and settlement of any claim, assertion, event or proceeding in respect of Taxes of the Company Tax Claim (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 3.26 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII and Section 9.05(e) hereof.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 5.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) shall be governed exclusively by Article 8 hereof.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Madison Technologies Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company or relating to the Purchased Asset or the Business (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 2.16 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) Section 5.4) shall be governed exclusively by Article 8 Section 5.4 hereof.

Appears in 1 contract

Samples: Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII hereof.

Appears in 1 contract

Samples: Employment Agreement (Innospec Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 3.11 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article 8) Section 7.1 or Section 7.2) shall be governed exclusively by Article 8 hereofSection 7.1.

Appears in 1 contract

Samples: Stock Purchase Agreement (LIVE VENTURES Inc)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Companies (including, but not limited to, 92 any such claim in respect of a breach of the representations and warranties in Section 5.21 4.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) IX) shall be governed exclusively by Article 8 IX hereof.

Appears in 1 contract

Samples: Business Combination Agreement

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article 8) ARTICLE IX) shall be governed exclusively by Article 8 IX hereof.

Appears in 1 contract

Samples: Termination Agreement and Release (SYBLEU Inc)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edison Nation, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 3.2(e) or 4.15 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) Section 8 hereof) shall be governed exclusively by Article Section 8 hereof.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.)

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Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII hereof.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Intl Fcstone Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Group Companies (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 hereof 5.20 or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) shall be governed exclusively by Article 8 hereof.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Optimus Healthcare Services, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 2.17 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Focus Universal Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 hereof this Agreement or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) 9) shall be governed exclusively by Article 8 9 hereof.

Appears in 1 contract

Samples: Business Combination Agreement

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 5.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) shall be governed exclusively by Article 8 hereof.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Charge Enterprises, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) 7) shall be governed exclusively by Article 8 7 hereof.

Appears in 1 contract

Samples: Unit Purchase Agreement (Charge Enterprises, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article 8) Section 7) shall be governed exclusively by Article 8 hereofSection 7.

Appears in 1 contract

Samples: Stock Purchase Agreement (I-Minerals Inc)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Companies or their Subsidiaries (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) ARTICLE 6) shall be governed exclusively by Article 8 ARTICLE 6 hereof.

Appears in 1 contract

Samples: Stock Purchase and Contribution Agreement (Hydrofarm Holdings Group, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) shall be governed exclusively by Article 8 hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charge Enterprises, Inc.)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 hereofVII hereof and Section 8.06.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)

Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of any of the Company Acquired Companies (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 5.21 4.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article 8) VII) shall be governed exclusively by Article 8 VII hereof.

Appears in 1 contract

Samples: Membership Interest Purchase and License Agreement (Salt Blockchain Inc.)

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