On a quarterly basis or as otherwise agreed by the Parties, (i) Tyco shall prepare and deliver to ADT NA a schedule documenting the sum of all payments, Refunds or other amounts included in the most current determination of the Non-Income Tax Threshold Base Amount, and (ii) ADT NA shall prepare and deliver to Tyco a schedule documenting the sum of all payments, Refunds or other amounts included in the most current determination of the ADT Canada Non-Income Tax Threshold Base Amount.
If the property tax bill appeal is settled at or below the Property Tax Threshold Amount and Seller provides Buyer with notice that all prior property taxes have been paid and the back-up documentation as provided above, Buyer and Seller shall direct Escrow Agent to release the Property Tax Holdback Proceeds to Seller.
Borrower is unaware of any claims or adjustments proposed for any of Borrowers prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of the Tax Threshold.
For the avoidance of doubt, indemnification claims under Section 14.2 are subject to the Tax Threshold Amount as set forth in Section 12.7, but shall not be subject to the Threshold Amount, Maximum Amount or de minimis Amount.
Notwithstanding anything to the contrary herein, Purchaser shall have the right to settle any item giving rise to a Tax Loss without the consent of the Sellers' Representative, upon written notice to the Sellers' Representative that the Sellers are relieved of their indemnification obligation with respect thereto, or if applicable, that such settlement will not be credited as paid by Purchaser for purposes of the Tax Threshold.