Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 27 contracts
Samples: Stock Purchase Agreement (American International Holdings Corp.), Stock Purchase Agreement (Wavedancer, Inc.), Stock Purchase Agreement (Wavedancer, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 9 contracts
Samples: Stock Purchase Agreement (Flora Growth Corp.), Stock Purchase Agreement (LifeMD, Inc.), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Bio Key International Inc), Agreement and Plan of Merger (GigCapital2, Inc.), Stock Purchase Agreement (Bio Key International Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Target Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (AIRO Group, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.8 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 4 contracts
Samples: Investment Agreement (Ascend Wellness Holdings, LLC), Investment Agreement (MedMen Enterprises, Inc.), Investment Agreement
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of any member of the Company Group (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 4 contracts
Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.15 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Argo Blockchain PLC), Agreement and Plan of Merger (Argo Blockchain PLC), Membership Interest Purchase Agreement (NewAge, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company or any of its Subsidiaries (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.7 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 3 contracts
Samples: Stock and Warrant Purchase Agreement (Wavedancer, Inc.), Stock Purchase Agreement (Eyegate Pharmaceuticals Inc), Stock Purchase Agreement (R F Industries LTD)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 3 contracts
Samples: Share Purchase Agreement (Eyegate Pharmaceuticals Inc), Stock Purchase Agreement (MedMen Enterprises, Inc.), Stock Purchase Agreement (Iteris, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (MassRoots, Inc.), Agreement and Plan of Merger (MassRoots, Inc.), Membership Interest Purchase Agreement (Legend Oil & Gas, Ltd.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.12 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (4Front Ventures Corp.), Agreement and Plan of Merger
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 3.17 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn), Agreement and Plan of Merger (Appliance Recycling Centers of America Inc /Mn)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the An Acquired Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Companies (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Insurance Holdings Corp.), Agreement and Plan of Merger (United Insurance Holdings Corp.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (BurgerFi International, Inc.), Stock Purchase Agreement (BurgerFi International, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.12 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (reAlpha Tech Corp.), Membership Interest Purchase Agreement (Tattooed Chef, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Acquired Companies (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI ARTICLE VII hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (ParcelPal Logistics Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof Tax Representations or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Ennis, Inc.), Unit Purchase Agreement (Ennis, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (GreenBox POS), Unit Purchase Agreement (Ocean Power Technologies, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI ARTICLE VII hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Brady Corp), Agreement and Plan of Merger (Mimedx Group, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Abeona Therapeutics Inc.), Agreement and Plan of Merger (Abeona Therapeutics Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.15 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (LZG International, Inc.), Master Stock Purchase Agreement (LZG International, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Target Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 2 contracts
Samples: Equity Purchase Agreement (AIRO Group, Inc.), Equity Purchase Agreement (AIRO Group, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.25 and Section 4.11 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Group (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Security National Financial Corp)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.15 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 1 contract
Samples: Option Agreement
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VIARTICLE VII) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Endo International PLC)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Upland Software, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21(a) hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI ARTICLE VII hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereofhereof but subject to the limitation set forth in the last sentence of Section 8.04(c) and the provisions of Sections 8.06.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fusion Telecommunications International Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliqua BioMedical, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Equity Exchange Agreement (Daybreak Oil & Gas, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Elevation or EBIP (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article VI hereofARTICLE VI.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 3.25 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.14 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Dougherty's Pharmacy, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fernhill Corp)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company IPS (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.01(u) hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.7 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.26 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI ARTICLE VII hereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Super League Gaming, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.24 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI ARTICLE VII hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eastside Distilling, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 Section 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GreenBox POS)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of any of the Company Target Companies (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.26 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Company Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SPI Energy Co., Ltd.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of the defense or settlement of any claim, assertion, event or proceeding in respect of Taxes of the Company Tax Claim (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Companies (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof 3.21 or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI hereofVII.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall will be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of of, and limitations on, any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Northwest Pipe Co)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.09 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Finjan Holdings, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company or Company Parent (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.24 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Escrow Agreement (LIVE VENTURES Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI hereofVII.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sterling Construction Co Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.. Indemnification Payment Mechanics
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the an Acquired Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or including any breach or violation of or failure to fully perform any representation, warranty, covenant, agreement, undertaking undertaking, or obligation in Article Section 3.22 or in ARTICLE VI) shall shall, subject to the provisions of Section 6.09(b) with respect to certain withholding and set off rights, be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Allied Motion Technologies Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 Section 3.188 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 3.16 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in with respect of to Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.18 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Crawford & Co)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company or Holdco (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or Action proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GameSquare Holdings, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI V hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI ARTICLE VII hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company or any of its Subsidiaries (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.24 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (CONSOL Energy Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully 53 perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.14 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) III shall be governed exclusively by Section 3.14(c) of Article VI III hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company a Target Party (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.17 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding Action in respect of Taxes of the Company (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.14 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIIII) shall be governed exclusively by Section 3.14(c) of Article VI III hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE V) shall be governed exclusively by Article VI ARTICLE V hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company and Cana Pharmaceuticals (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Companies (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.21 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIIX) shall be governed exclusively by Article VI IX hereof.
Appears in 1 contract
Samples: Business Combination Agreement (MedMen Enterprises, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company and its subsidiaries (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.14(c) hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI VII hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by ARTICLE VI hereof except where Article VI hereofis expressly referenced in this ARTICLE VIII.
Appears in 1 contract
Samples: Stock Purchase Agreement (Eyegate Pharmaceuticals Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the any Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VII) shall be governed exclusively by Article VI ARTICLE VII hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Information Analysis Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Group (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 or Section 4.17 hereof or any breach or violation of or failure to fully 23219028.17 210679-10180 perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VI or any Tax Claim) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Freedom Holding Corp.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article VI hereofARTICLE VI.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of with respect to the Company Pipeline Assets (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.20 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall will be governed exclusively by Article VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.13 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (XLR Medical Corp.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company Group (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company or of any Subsidiary (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.. Section 7.06
Appears in 1 contract
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of any of the Company or its Subsidiaries (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 4.23 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIVII) shall be governed exclusively by Article VI VII hereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Green Thumb Industries Inc.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company any Target (including, but not limited to, including any such claim in respect of a breach of the representations and warranties in Section 3.22 3.16 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereofSection 6.03.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Amrep Corp.)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.27 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VIARTICLE VIII) shall be governed exclusively by Article VI ARTICLE VIII hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Zynex Inc)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 3.19 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking undertaking, or obligation in Article ARTICLE VI) shall be governed exclusively by Article ARTICLE VI hereof.
Appears in 1 contract
Samples: Share Purchase Agreement (Hebron Technology Co., LTD)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding Actions in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereofVI.
Appears in 1 contract
