Vendors’ Delegate definition
Examples of Vendors’ Delegate in a sentence
The Purchasers shall cooperate with the Vendors’ Delegate in the defence against, or settlement or compromise of, any Tax Claim and the Purchasers, upon the Vendors’ Delegate’s request, shall, and shall cause the Corporation to, execute any power of attorney or similar documents that may be reasonably required to carry out the intent of this Section 6.7.
The Purchasers shall notify the Vendors’ Delegate within 10 Business Days of either its or the Corporation’s receipt of any notice of any Tax Claim.
The execution and delivery of this Agreement by the Vendors shall constitute approval of the appointment of the Vendors’ Delegate and all actions or inactions of the Vendors’ Delegate pursuant to this Agreement or any Closing Document and any action or inaction taken by the Vendors’ Delegate pursuant to this Section 1.4 within the mandate described herein shall have the effect of binding each of the Vendors, and the Purchasers shall be entitled to rely on any action or decision of the Vendors’ Delegate.
The Purchasers shall not have any liability to any Vendor for any acts or omissions of the Vendors’ Delegate, or any acts or omissions taken or not taken by the either of the Purchasers at the direction of, or upon reliance of actions taken by, the Vendors’ Delegate, except where there has been gross negligence or wilful misconduct of the Purchasers.
In connection with the foregoing, the Vendors’ Delegate shall, upon request of the Purchasers, provide the Purchasers with related information supporting its determination of the Estimated Purchase Price and Estimated Vendor Income Tax and consider in good faith any comments from the Purchasers on the Estimated Purchase Price Statement and Estimated Vendor Income Tax.
Notices or communications to or from the Vendors’ Delegate shall constitute notice to or from each of the Vendors.
For greater certainty, in the event either of the Purchasers does file any such amended Tax Return without the consent of the Vendors’ Delegate, and such amended Tax Return results in an increase of the liability of the Vendors for Taxes for any Pre-Closing Tax Period, such increase of Taxes shall be excluded from the Vendors’ indemnities set forth in Article 6.
If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchasers and the Vendors’ Delegate confirm in writing that they accept the Closing Calculation prior to the end of such 45 day period, then the Closing Calculation shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculation.