Audits Controlled by Buyer Sample Clauses

Audits Controlled by Buyer. Buyer shall have the sole and exclusive right, power and authority to negotiate, resolve, settle or contest any such notice of deficiency, proposed adjustment or assertion of claim or demand in connection with any such examination, investigation, audit or other proceeding of any Income Tax Return of Buyer, NEI or Aptus for Periods ending after the Closing Date. To the extent that Seller has indemnified Buyer, NEI and Aptus with respect to any such notice of deficiency, proposed adjustment or assertion or claim or demand herein, Buyer shall not, and shall not permit NEI or Aptus to, resolve, settle, compromise, or abandon any issue or claim without the prior written consent of Seller if such action would materially and adversely affect the Income Tax of Seller for any Period. Such consent shall not be unreasonably delayed or withheld, and shall not be necessary to the extent that Buyer notifies Seller that Buyer will forego any obligation of Seller to indemnify Buyer, NEI and Aptus against the effects of any such settlement. Buyer shall keep, and shall cause NEI or Aptus to keep, Seller informed of the progress of any such proceedings and to consult with Seller in good faith in connection therewith.
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Audits Controlled by Buyer. The Buyer shall have the sole and exclusive right, power and authority to negotiate, resolve, settle or contest any such notice of deficiency, proposed adjustment or assertion of claim or demand in connection with any such examination, investigation, audit or other proceeding of any Tax Return of the Buyer or the Company for Post-Closing Tax Periods at Buyer's sole cost and expense; provided, however, Buyer shall not have any right to any indemnification under Article 10 or other recovery against Sellers with respect to such Tax matter unless Buyer complies with the terms of Article 10. With respect to any such activities relating to any Pre-Closing Tax Periods of the Company, the Sellers shall be given the opportunity to participate, and no resolution or settlement of any such claim or demand shall be made without the consent of the Sellers' Representative as provided in Article 10.
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Audits Controlled by Buyer. Buyer will, at its own expense, have the sole and exclusive right, power and authority to negotiate, resolve, settle or contest any such notice of deficiency, proposed adjustment or assertion of claim or demand, and to represent and act for and on behalf of the Acquired Subsidiaries in connection with any such examination, investigation, audit or other proceeding of any Tax Return of Buyer or the Acquired Subsidiaries for Tax Periods ending after the Closing Date. In the event that any such examination, investigation, audit or other proceeding could affect Tax Returns of the Acquired Subsidiaries for Tax Periods ending on or before the Closing Date, Buyer will keep, and will cause the Acquired Subsidiaries to keep, Seller informed of the progress of any such proceedings and will consult, and will cause the Acquired Subsidiaries to consult, with Seller in good faith in connection therewith. Notwithstanding the first sentence of this Section 6.10(i), to the extent that Seller has indemnified Buyer and the Acquired Subsidiaries with respect to any such notice of deficiency, proposed adjustment or assertion or claim or demand herein, Buyer will not, and will not permit the Acquired Subsidiaries to, resolve, settle, compromise, or abandon any issue or claim without the prior written consent of Seller if such action would materially and adversely affect the Taxes of Seller for any Tax Period. Such consent will not be unreasonably withheld, and will not be necessary to the extent that Buyer notifies Seller that Buyer will forego any obligation of Seller to indemnify Buyer against the effects of any such settlement.
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Audits Controlled by Buyer. Buyer will have the sole and exclusive right, power and authority to negotiate, resolve, settle or contest any such notice of deficiency, proposed adjustment or assertion of claim or demand, and to represent and act for and on behalf of the Company in connection with any such examination, investigation, audit or other proceeding of any Income Tax Return of Buyer or the Company for Tax Periods ending after the Closing Date. Buyer will keep, and will cause the Company to keep, Seller informed of the progress of any such proceedings and will consult, and will cause the Company to consult, with Seller in good faith in connection therewith. Notwithstanding the first sentence of this Section 4.9(h), Buyer will not, and will not permit the Company to, resolve, settle, compromise, or abandon any issue or claim without the prior written consent of Seller if such action would materially and adversely affect the Income Tax of Seller for any Pre-Closing Tax Period. Such consent will not be unreasonably withheld, and will not be necessary to the extent that (i) such
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Audits Controlled by Buyer. 31 -------------------------- 6.1.10. Section 338 Elections.......................................................... 32 ---------------------
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Related to Audits Controlled by Buyer

  • No Liability for Clean Up of Hazardous Materials In the event that the Collateral Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Trustee’s sole discretion may cause the Collateral Trustee to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Trustee to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Trustee reserves the right, instead of taking such action, either to resign as Collateral Trustee or to arrange for the transfer of the title or control of the asset to a court appointed receiver. The Collateral Trustee will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Trustee’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

  • Trustees, Shareholders, etc. Not Personally Liable; Notice Section 1. All persons extending credit to, contracting with or having any claim against the Trust or a particular series or class of Shares shall look only to the assets of the Trust or the assets of that particular series or class of Shares for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers shall give notice that this Declaration is on file with the Secretary of The Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officer or officers and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustee or Trustees or officer or officers or Shareholder or Shareholders individually.

  • Investment Company Status The Company is not, and upon consummation of the sale of the Securities will not be, an “investment company,” an affiliate of an “investment company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

  • Responsibility for Intellectual Property The Company assumes all liabilities and responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Intellectual Property or its unavailability for any reason.

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Medical Inquiries Promptly after the Registrations have been transferred to Buyer, Buyer shall assume all responsibility for all correspondence and communication with physicians and other health care professionals and customers in the applicable Territory relating to the CV Products. After the Closing Date, Buyer and Seller shall work together towards an orderly transition of the responsibility for all correspondence and communication with health care professionals and customers in the applicable Territory relating to the CV Products. Seller shall continue to be responsible for such correspondence and communication under the direction of Buyer until the Registrations have been transferred to Buyer. Buyer shall keep such records and make such reports as shall be reasonably necessary to document such communications in compliance with all applicable regulatory requirements. After transfer of responsibility to Buyer pursuant to this Article 10, Seller shall, except in the case of medical emergency, refer all questions relating to the CV Products raised by health care professionals and customers to Buyer for its response.

  • Business Development Company Status The Company, during a period of at least 12 months from the Closing Time, will use its commercially reasonable efforts to maintain its status as a business development company; provided, however, the Company may cease to be, or withdraw its election as, a business development company, with the approval of the board of directors and a vote of stockholders as required by Section 58 of the 1940 Act or any successor provision.

  • Sales Material, Information and Trademarks 6.1 For purposes of this Section 6, "Sales literature or other Promotional material" includes, but is not limited to, portions of the following that use any logo or other trademark related to the Trust, or Underwriter or its affiliates, or refer to the Trust: advertisements (such as material published or designed for use in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic communication or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature or published article or electronic communication), educational or training materials or other communications distributed or made generally available to some or all agents or employees in any media, and disclosure documents, shareholder reports and proxy materials.

  • Registered Intellectual Property All rights in respect of that -------------------------------- registered Intellectual Property set forth on Schedule 2.8 and any applications therefor (collectively the "Contributed Registered ---------------------- Intellectual Property") and any remedies against any and all past, --------------------- present and future infringements thereof and rights to protection of interest therein.

  • Technical Information Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, unpatented inventions, designs, know-how, trade secrets, technical information and data, specifications, blueprints, transparencies, test data, and additions, modifications, and improvements thereon which are revealed to Employee.

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