Tax Covenant Claim definition

Tax Covenant Claim means a claim under the Tax Covenant;

Tax Covenant Claim means any Claim by any member of the Purchaser Group under paragraph 2 of Schedule 9 (Tax Covenant); and

Tax Covenant Claim means a claim under paragraph 2 of schedule 6 (Tax Covenant);

Examples of Tax Covenant Claim in a sentence

• If the same fact, matter, event or circumstance gives rise to more than one Claim, Separation Claim, Reorganisation Indemnity Claim or Tax Covenant Claim or an adjustment to the Consideration, the Buyer shall not be entitled to recover more than once in respect of the same loss.

• Purchaser's knowledge The Seller shall not be liable for any Claim (other than an Indemnity Claim or a Tax Covenant Claim) if, but only to the extent that, the Purchaser had knowledge of any matter or thing which it knew would or would be reasonably likely to give rise to an actionable Claim at the date of this agreement.

• Disclosure and information The Seller shall not be liable for any Claim (other than an Indemnity Claim or a Tax Covenant Claim or a General Warranty Claim in respect of the General Warranty in paragraph 22.7 of schedule 2) if, but only to the extent that, the matter or thing giving rise to such Claim has been Fairly Disclosed.

• No member of the Seller Group shall be liable for damages or other payment in respect of any individual Warranty Claim or Tax Covenant Claim (or, in each case, series of related Warranty Claims or Tax Covenant Claims with respect to the same events, facts or circumstances), where the liability agreed or determined in accordance with paragraph 1.3 above in respect of such Claim(s) does not exceed an amount equal to EUR 60,000.

• The Seller shall not be liable for any Claim or Tax Covenant Claim unless the Purchaser has given notice to the Seller of such Claim or Tax Covenant Claim setting out reasonable details of the Claim or Tax Covenant Claim (including the grounds on which it is based and the Purchaser's good faith estimate of the amount of the Claim or Tax Covenant Claim (detailing if relevant the Purchaser's calculation of the loss, liability or damage alleged to have been suffered or incurred)).

More Definitions of Tax Covenant Claim

Tax Covenant Claim means a Claim by the Buyer against Whirlpool or Ardutch (as applicable) in respect of the relevant Tax Covenant (including, for the avoidance of doubt, a Tax Carve-Out Claim and a Special Tax Covenant Claim);

Tax Covenant Claim means any claim under or for any breach of the Tax Covenant;

Tax Covenant Claim a claim under the covenants set out in paragraph 2 of the Tax Deed;

Tax Covenant Claim means a claim under paragraph 2.1 of Schedule 8;

Tax Covenant Claim means a claim by the Purchaser against the Seller pursuant to paragraph 2 of the Tax Covenant;

Tax Covenant Claim means any claim under the Tax Covenant; “Tax Schedule” means Schedule 7;

Tax Covenant Claim shall have the meaning set forth in Section 8.4(a).