Common use of Inadequate Remedy Clause in Contracts

Inadequate Remedy. Each of the parties hereto hereby acknowledges and agrees that (a) its failure to comply with the provisions of this Article 6 may result in substantial harm to the other party, including the inability to determine or appropriately substantiate an Income Tax Liability (or a position in respect thereof) for which the other party would be responsible under this Agreement or appropriately defend against an adjustment thereto by a taxing authority, and (b) the remedies available to the other party for the breach of the obligations hereunder shall include (without limitation) the indemnification of the other party by the breaching party for any Income Tax Liabilities incurred or any Income Tax benefit lost or postponed by reason of such breach and the forfeiture by the breaching party of any related rights to indemnification by the other party. In addition, if either party 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 the other party, the other party shall have the right to engage a nationally recognized accounting firm of its choice to gather such information. The breaching party agrees to permit any such nationally recognized accounting firm full access to all appropriate records or other information in the possession of the breaching party during normal business hours, and promptly to reimburse or pay directly all costs and expenses in connection with the engagement of such accountants.