Common use of Inadequate Remedy Clause in Contracts

Inadequate Remedy. uBid hereby acknowledges and agrees that (a) its failure to comply with the provisions of this Article 9 may result in substantial harm to CCI, including the inability to determine or appropriately substantiate an Income Tax Liability (or a position in respect thereof) for which the CCI Consolidated Group (or a member thereof) would be responsible under this Agreement or appropriately defend against an adjustment thereto by a taxing authority, and (a) the remedies available to the CCI Consolidated Group for the breach by uBid of its obligations hereunder shall include (without limitation) the indemnification by uBid of the CCI Consolidated Group for any Income Tax Liabilities incurred or any Income Tax benefit lost or postponed by reason of such breach and the forfeiture by uBid of any related rights to indemnification by CCI. In addition, if uBid fails to provide any cooperation or information requested pursuant to this Agreement (x) within the specified time or (y) in the absence of such specified time, within a reasonable period (as determined in good faith by the party requesting such information), then, without limiting any other remedy available to any member of the CCI Consolidated Group for breach of uBid's obligations under this Agreement, CCI shall have the right to engage a nationally recognized accounting firm of its choice to gather such information. uBid agrees to permit any such nationally recognized accounting firm full access to all appropriate records or other information in the possession uBid during normal business hours, and promptly to reimburse or pay directly all costs and expenses in connection with the engagement of such accountants.