Examples of Kita Shareholders in a sentence
The following representations and warranties of Kita Shareholders in this Section 3 are applicable to each of the Japanese Company and the US Company as set forth herein.
Purchaser and the Kita Shareholders shall cooperate fully as and to the extent reasonably requested by the other party in connection with the preparation and filing of any Return required of the Company or any Company Subsidiary, and the defense of any Tax Contest, claim, audit, litigation or other proceeding, with respect to Taxes which may be payable by the Company for a Pre-Closing Tax Period.
In addition, (i) the aggregate amount to be paid by the Kita Shareholders for claims for Damages made pursuant to the Environmental Indemnity under Section 10.1(a)(vi) shall not exceed an amount equal to $1,800,000 (the “Kita Environmental Cap”), and (ii) the aggregate amount to be paid by Ellipsiz for claims for Damages made pursuant to the Environmental Indemnity under Section 10.1(b)(iii) shall not exceed an amount equal to $1,200,000 (the “Ellipsiz Environmental Cap”).
The Company, the Kita Shareholders and the Escrow Agent shall have executed and delivered the Escrow Agreement.
All transfer, documentary, sales, use, consumption, stamp, registration, value added and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with the consummation of the transactions contemplated by this Agreement shall be borne and split equally between Purchaser, on the one hand, and the Kita Shareholders, on the other hand, and paid by such responsible party when due.
After the Closing Date, Purchaser and the Kita Shareholders, respectively, shall inform the other party in writing of the commencement of any claim, audit, investigation, examination, or other proceeding or self-assessment relating in whole or in part to Taxes for a Pre-Closing Tax Period (“Tax Contest”) for which Purchaser may be entitled to indemnity from the Kita Shareholders under this Agreement.
Kita Shareholders will receive accrued `interest on Escrow Fund and will pay taxes on the interest.
Subject to the provisions of applicable legal requirements, prior to the Closing, the parties hereto may amend this Agreement pursuant to an instrument in writing signed on behalf of Purchaser, the Company and the Shareholders; provided that from and after the Closing and to the extent permitted by Applicable Law, this Agreement may be amended by execution of an instrument in writing signed on behalf of Purchaser and the Kita Shareholders to the extent that such amendment does not affect Ellipsiz.
Iowa Code section 249A.3(2)(a)(1)(b) requires that the maximum premium payable by an individual whose income exceeds 150 percent of the official poverty guidelines shall be commensurate with the cost of state employees’ group health insurance in this state.
Further, the aggregate amount to be paid by the Kita Shareholders for claims for Damages made pursuant to the Environmental Indemnity under Section 10.1(a)(vi) relating to Environmental Remediation shall not exceed fifty percent (50%) of the aggregate Damages related to Environmental Remediation (the “Kita Environmental Remediation Cap”).