Deferred Items definition
Examples of Deferred Items in a sentence
- Exhibit K sets forth certain Deferred Items of Realigned DuPont Entities and the requirements for avoiding triggering, accelerating, or otherwise causing such Deferred Items to be included in income (the “Listed DuPont Deferred Items” and, together with the Listed Dow Deferred Items, the “Listed Deferred Items”). 
- Notwithstanding anything to the contrary in this Agreement, a Party shall not be allocated Taxes attributable to Listed Deferred Items which were triggered, accelerated or otherwise included in income by actions of another Party in violation of the covenant in the preceding sentence. 
- Buyers will reimburse Sellers and will hold Sellers harmless from and against all Liabilities, incurred or asserted as a result of Sellers’ post-Closing direct or indirect ownership, management or operation of the Deferred Items. 
- Sellers will have no Liability to any Buyer arising out of the provision of the benefits of the Deferred Items other than for gross negligence or willful misconduct and will have no Liability for actions taken in accordance with the request or direction of Buyers; provided such gross negligence or willful misconduct qualification shall not apply with respect to the remittance of any collected Accounts Receivable to Buyers under any Deferred Items. 
- Seller shall not have any liability to Buyer arising out of the management or operation by Seller of any Acquired Asset comprising Deferred Items, other than for gross negligence or willful misconduct. 
- Nothing contained in this Agreement shall give Purchaser, directly or indirectly, rights to control or direct the operations of the Business or the Purchased Assets prior to the Closing Date or, with respect to the Deferred Items, the Deferred Closing Date. 
- Such security may include a letter of credit (in a form and issued by an institution acceptable to Landlord) or funds in an escrow account acceptable to Landlord (with joint escrow instructions acceptable to both Parties) in the amount of one hundred ten percent (110%) of the cost of completion of the Deferred Items as reasonably determined by Landlord. 
- Sellers will have no Liability to any Buyer arising out of the provision of the benefits of the Deferred Items other than for gross negligence or willful misconduct and will have no Liability for actions taken in accordance with the request or direction of Buyers; provided such gross negligence or willful misconduct standard shall not apply with respect to the remittance of any collected Accounts Receivable to Buyers under any deferred items. 
- Such security may include a letter of credit (in a form and issued by an institution acceptable to Port) in the amount of one hundred ten percent (110%) of the cost of completion of the Deferred Items as reasonably determined by Port. 
- Notwithstanding the foregoing, the Sellers shall reimburse the applicable Buyers and hold them harmless from and against any additional Taxes payable by such Buyers (whether currently or in the future), after application of the terms of this Agreement, as a result of such Buyers being denied the use of a loss, deduction or Tax credit generated with respect to the Deferred Items because of the Sellers' post-Closing direct or indirect ownership, management or operation of the Deferred Items.