Tax Warranties means the tax warranties given by the Seller set out in Schedule 1.
Tax Warranties means the representations and warranties contained in Section 4.18.
Examples of Tax Warranties in a sentence
The representations and warranties of the parties hereto contained herein shall survive the Closing for a period of 24 months, except that (a) Tax Warranties in respect of a particular Tax shall survive until the Tax Statute of Limitations Date for such Tax and (b) Title and Authorization Warranties shall survive forever.
The representations and warranties of the parties hereto contained herein and in the Related Agreements shall survive the Closing for a period of eighteen (18) months after the Closing, except that (a) Environmental Warranties shall survive the Closing for a period of five (5) years after the Closing, (b) Tax Warranties shall survive the Closing until the Tax Statute of Limitations Date, and (c) Title and Authorization Warranties shall survive the Closing forever.
H) If, in relation to any claim for any breach of the Tax Warranties there is also a claim in respect of the same subject matter for a liability under the Tax Covenant, Clause 8 of the Tax Covenant shall govern the conduct of the relevant litigation and/or claim for breach of such Tax Warranties in precedence to and notwithstanding the provisions of this PARAGRAPH 3.
C) None of the Vendor, the Share Sellers, the US Business Seller or the IP Assets Sellers shall be liable in respect of any claims in respect of any breach of the Tax Warranties (a "TAX CLAIM") if and to the extent that any pre-Completion Relief not taken into account in computing the provision for Tax in the Accounts is available or is made available to relieve or otherwise mitigate the liability of the Company for Tax which is the subject matter of such Tax Claim.
The Buyer shall in its absolute discretion decide whether to make a claim under the Tax Covenant, the Tax Warranties or both.