Zaznacz stronę

(c) FS Tech Companies will not be liable for any tax of anyone under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state law, local or foreign), contractually or otherwise, as purchasers or successors. None of the FS Tech companies are parties to a tax sharing agreement. 13.6 Waivers. The parties may, by written agreement, (a) extend the time limit for performance of any of the parties` obligations or other actions, (b) waive any inaccuracies in the statements contained in this Agreement or in any document provided under this Agreement, (c) waive compliance with or modification of any of the agreements or conditions contained in this Agreement; and (d) waive or modify the performance of any of the parties` obligations under this Agreement; provided that such waiver or failure to insist on strict compliance with such obligation, agreement or condition shall not be deemed a waiver or forfeiture of title with respect to any subsequent insistence on such strict conformity, except with respect to the matter from which it has been waived or modified. „Lease” means any written lease, sublease, lease or license (and all contracts, agreements, obligations, agreements, obligations, obligations or related agreements) and all changes, modifications and additions thereto, as well as waivers and consents thereto, under which an FS Tech Company rents, subleases, leases or leases a property as a lessor, tenant, owner or tenant or patented. 5.8 Termination of Intercompany Agreements. Except as otherwise provided in Annex 5.8, Sellers shall, at or before closing, terminate or cause to be terminated all liabilities, claims, liabilities, contracts and other agreements, understandings and obligations between an FS Tech Entity, on the one hand, and Seller`s parent company or an affiliate of Seller`s parent company (other than an FS Tech Unit). On the other hand. be reasonably requested by him for that purpose.

When resolving a disputed item, the independent accountant is (i) bound by the provisions of this section 2.6, (ii) may not assign a value to an item greater than the highest value claimed for that item or less than the smallest value claimed for that item, and (iii) limit his or her decision to the disputed items. The fees, expenses and expenses of the independent accountant shall be borne by the buyer-parent, on the one hand, and the seller-parent, on the other, in the opposite proportion of their relative success in resolving those points of dispute. The decision of the independent accountant on all these matters is binding on the buyer and seller and cannot be challenged. The FS Tech software was entirely developed by the employees and independent contractors of the FS Tech companies (or any of them) and their predecessors, and this FS Tech software does not include any invention of the employees or independent contractors made before the time such employees or independent contractors became such employees or independent contractors. In the event of a dispute, either party may, by written notice to the other party( (i) the seller`s mother pay any employee of the company to whom a premium, incentive, payment or other benefit or acceleration under a sales premium contract is due the full amount of that premium, inducement, payment or other benefit or acceleration; due under this agreement in accordance with the applicable terms of this sales bonus agreement. In addition, any representations and warranties set forth in this Agreement will have independent effect, so that if any particular representation or warranty is found to be false or violated, whether any other representation or warranty is accurate or not violated with respect to the same or a similar item will not affect the inaccuracy or breach of the original representation or warranty. . . .