Acts of Buyer. Any information, communication, request, demand, authorization, direction, notice, consent, waiver, report or other action provided by this Agreement to be given or performed by the Buyer shall be effective if given or performed by the Buyer or by the Collateral Manager on the Buyer’s behalf.
Acts of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller such certificates, instruments and documents as are required by this Agreement or as are required to give full effect to the transactions provided for herein. Such shall include, but not be limited to, the following:
Acts of Buyer. The Warrantors shall not be liable in respect of a Claim (other than a claim under the Tax Warranties) if such Claim is attributable to, or is increased as a result of:
Acts of Buyer. No Claim (other than a Claim in respect of Taxation or under the Tax Deed in which case clause 3 of the Tax Deed shall apply) shall lie against EE Holdco to the extent that some or all of the amount claimed would not have arisen but for:
Acts of Buyer. No claim shall lie against Seller under or in relation to the Warranties to the extent that such claim is attributable to:
Acts of Buyer. The Seller shall not be liable in respect of a Claim to the extent that such Claim is attributable to, or is increased directly or indirectly as a result of any act, omission, transaction or arrangement carried out with the prior written approval of the Buyer whether before or at Closing.
Acts of Buyer. Notwithstanding anything in this Agreement to the contrary, neither Sellers nor M&F shall have any liability under this Agreement in respect of Taxes of the Acquired Companies or the Subsidiaries relating to any taxable periods or portions thereof ending after the Closing Date as determined pursuant to Section 6.9(e) which is attributable to any action of Buyer or any of its Affiliates (including, without limitation, the Acquired Companies and the Subsidiaries after the Closing Date) that occurs after the Closing Date.
Acts of Buyer. No Warrantor shall be liable in respect of a Warranty Claim to the extent that such claim is solely attributable to, or is increased directly as a result of, any voluntary act, omission, transaction or arrangement not otherwise required or contemplated hereunder or under any other Transaction Document, that is carried out at the written request of the Buyer on or after Completion, and for these purposes any act, omissions, transaction or arrangement which the Buyer considers (acting reasonably) is required to comply with applicable laws or the terms of any agreement or arrangement that exists as at the date of this Agreement shall not be voluntary. Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SCHEDULE 8 THE PROPERTIES [Omitted] Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SCHEDULE 9 INTELLECTUAL PROPERTY RIGHTS [Omitted] Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Further, certain portions this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SCHEDULE 10 TAX COVENANT
Acts of Buyer. Without the prior written consent of Seller (which consent shall not be unreasonably withheld), Buyer shall not, and shall not cause or permit its Affiliates or any member of the Combined Group to, (i) amend any Tax Return filed with respect to any Tax period (or portion thereof) ending on or before the Closing Date, (ii) make any Tax election that has retroactive effect to any such Tax period (or portion thereof), or (iii) settle or compromise any Tax Claim relating to any such Tax period (or portion thereof), in each case, relating to any Acquired Company or Purchased IP. In addition, without the prior written consent of Seller (which consent shall not be unreasonably withheld), Buyer shall not, and shall not cause or permit its Affiliates or any of the Acquired Companies to take, fail to take, or delay taking, any other action (including any action with respect to any of the Acquired Companies that is treated as a foreign corporation for United States federal income Tax purposes), in each case, that would reasonably be expected to increase the liability for Taxes (including any obligation to indemnify for Taxes pursuant to this Agreement) of a Seller or any of its Affiliates, change the character of any income or gain that a Seller or any of its Affiliates must report on a Tax Return, or result in a decrease of any credits against Tax, losses or Tax basis that would otherwise be available to a Seller or any of its Affiliates. CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX AMERICAN INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Acts of Buyer. The Warrantor shall not be liable in respect of a Principal Warranty Claim to the extent that such Principal Warranty Claim is directly attributable to, or to the extent it is increased directly or indirectly as a result of:
