Buyer and Seller each acknowledge that: (i) they have been represented by independent counsel in connection with this Agreement; (ii) they have executed this Agreement with the advice of such counsel; and (iii) this Agreement is the result of negotiations between the parties hereto and the advice and assistance of their respective counsel. The fact that this Agreement was prepared by Seller's counsel as a matter of convenience shall have no import or significance. Any uncertainty or ambiguity in this Agreement shall not be construed against Seller because Seller's counsel prepared this Agreement in its final form.
Buyer and Seller. As used in this Agreement, references to "third parties" do not include a Party or its Affiliates.
Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the Allocation Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the preparation and support of such form to Seller within 30 days after the Closing Date. Buyer and Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or the Allocation Statements. Notwithstanding the above provision, Buyer agrees to indemnify and hold Seller harmless from and against any and all liability for Taxes resulting from any reallocation by Buyer or any Governmental Authority as a result of a tax audit of Buyer that differs from the Allocation Statements or as a result of any reallocation of the Purchase Price that differs from the estimated allocation as set forth in Schedule 3.1. and Seller agrees to indemnify and hold Buyer harmless from and against any and all liability for Taxes resulting from any reallocation by Seller of the Purchase Price that differs from the estimated allocation set forth on 3.1. For purposes of calculating the amount of any Taxes in the preceding sentence, it shall be assumed that such Taxes are payable at the highest effective statutory corporate income tax rates that could apply to Seller for the relevant period.
Examples of Buyer and Seller in a sentence
No modification of this Agreement shall be binding unless signed by both Buyer and Seller.
Buyer and Seller agree to mediate any dispute or claim arising out of this Agreement, or in any resulting transaction, before resorting to arbitration or court action.
No failure or delay by Seller in exercising any right and no course of dealing between Buyer and Seller shall operate as a waiver of rights by Seller.
Any extension of the Closing must be agreed upon, in writing, by Buyer and Seller.
Identification of the goods shall not be deemed to have been made until both Buyer and Seller have agreed that the goods in question are to be appropriate to the performance of this Agreement.
More Definitions of Buyer and Seller
Buyer and Seller s responsibility for payment of the Assessment costs, and Seller's rights to copies of materials prepared by the Consultants, are more fully described in Section 5.11(a) hereof.
Buyer and Seller shall enter into an agreement with the Escrow Agent pursuant to which the Escrow Account shall be administered (the "Escrow Agreement").
Buyer and Seller shall fully cooperate with one another in connection with the requirements imposed by this Agreement, and each agrees to take such further action and to execute and deliver such further documents, with acknowledgment or affidavit if required, as may be reasonably necessary to carry out the purposes of this Agreement and to facilitate the satisfaction of any conditions set forth herein. This Agreement, and documents required in furtherance hereof, shall be deemed fully executed when either (1) a single original document bears the signatures of all parties or (2) all parties have signed individual copies of an original document and transmitted copies so executed to all other parties, such that a copy of each signature required by such document is in the possession of each party to the document.
Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the Allocation Statements, treating the purchase of the Transferred Assets as a taxable purchase and not as a tax-free transfer that would result in a carry-over basis to Buyer. In particular, Seller agrees that it will not make any filing or enter into any agreement pursuant to Section 367 or Section 6038B of the Code. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the preparation and support of such Allocation Statements and form (including, but not limited to, appraisals) to Seller within 30 days after finalizing of the Allocation Statements. Buyer and Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or the Allocation Statements.
Buyer and Seller shall each file all income, franchise and other Tax Returns (as defined below), and execute such other documents as may be required by any Governmental Authority, in a manner consistent with the Allocation Statements. Buyer shall prepare the Form 8594 under Section 1060 of the Code based on the Allocation Statements and deliver such form and all documentation used in the preparation and support of such Allocation Statements and form (including, but not limited to, appraisals) to the Seller within 30 days after finalizing of the Allocation Statements. The Buyer and the Seller agree to file such form with each relevant taxing authority and to refrain from taking any position inconsistent with such form or Allocation Statements.
Buyer and Seller expressly acknowledge that Seller's obtaining final approval of the Rezoning is a condition precedent to Buyer's obligation to proceed to Closing. For purposes of this Contract, Seller shall be deemed to have obtained final approval of the Rezoning when the Rezoning has been approved by all necessary and appropriate governmental authorities of the County, and all applicable appeal periods have expired without an appeal having been filed or (if an appeal is filed) the entry of a final decree by a court of competent jurisdiction upholding the Rezoning approval and the expiration of all applicable appeal periods without an appeal of such decree having been filed. In the event that (a) Seller has not obtained final approval of the Rezoning on or before the Outside Closing Date (as defined below), or (b) Buyer, at any time during the Rezoning process determines, in its sole discretion, that Seller will not be able to obtain final approval of the Rezoning, then Buyer may either (i) terminate this Contract by delivering written notice to Seller, in which event the Deposit shall be returned to Buyer and the parties shall have no further rights or obligations under this Contract, or (ii) waive such condition and proceed under this Contract.
Buyer and Seller herein collectively called " the parties").