Audits, Etc Sample Clauses

Audits, Etc. As soon as reasonably practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of the Borrower or any Subsidiary or by independent consultants, governmental authorities or any other Persons, with respect to environmental matters at any Facility or which relate to any Environmental Claims against the Borrower or Subsidiary, which, in the case of any such environmental matter or Environmental Claim could reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect;

Audits, Etc. As of the date hereof no audits or other administrative proceedings or court proceedings are presently pending with respect to any Taxes of the Company.

Audits, Etc. Schedule 4.7(c) sets forth an accurate list of all Tax audits that have occurred within the three-year period preceding the date hereof, together with their status as either “open” or “closed”. No deficiency for any Taxes has been proposed, asserted or assessed against the Company (or any Subsidiary) that has not been resolved or paid in full.

Audits, Etc. The Loan Parties shall have delivered Collateral audits, satisfactory to the Lender, prepared by an independent firm engaged directly by the Lender which audits shall be satisfactory to the Lender.

Audits, Etc. Each party hereto agrees to promptly notify the other parties upon receipt of notice of any audit of the Company for any taxable year or period ending prior to or including the Closing Date, and agrees to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company as is reasonably necessary for the preparation and filing of any Tax return, for the preparation for any audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment of Taxes. The parties shall cooperate with each other in the conduct of any audit and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section; provided, that notwithstanding anything herein or in Article 6 to the contrary, Buyer, in good faith consultation with the Principal Stockholders, shall have the right to control and direct the manner and the resolution of any audit or other Tax proceeding involving the Company or the Election.

Audits, Etc. Each party hereto agrees to promptly notify the other party upon receipt of notice of any Audit of the Company for any taxable year or period ending prior to or including the Closing Date, and agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company as is reasonably necessary for the preparation and filing of any Tax Return, for the preparation for any Audit, and for the prosecution or defense of any claim, action, suit or other proceeding relating to any proposed adjustment of Taxes. The parties shall cooperate with each other in the conduct of any Audit and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section; provided, that notwithstanding anything herein or in Article VI to the contrary, Buyer, in good faith consultation with the Seller Representative, shall have the right to control and direct the manner and the resolution of any Audit involving the Company.

Audits, Etc. No material Company Taxes or material Employment and Withholding Taxes have been asserted or threatened in writing by any Governmental Entity to be due which Taxes have not been paid or such assertion has not been settled or withdrawn, (ii) no revenue agent’s report or written assessment for Taxes has been issued by any Governmental Entity in the course of any audit that has been completed with respect to material Company Taxes or material Employment and Withholding Taxes which assessment has not been paid, settled or withdrawn and (iii) no audit or administrative or court proceeding with respect to income or other material Taxes of the Company is in progress or pending. The Company has not granted any Person any power of attorney that is currently in force with respect to any material Tax matter.

Audits, Etc. As of the date hereof no audits, examinations or other administrative proceedings or court proceedings are presently pending with respect to any material Taxes of a Target Group Company or, to the Knowledge of Seller, threatened against a Target Group Company. No deficiency for any material Tax has been asserted or assessed by a Governmental Entity against any Target Group Company which deficiency has not been paid or is not being contested in good faith in appropriate proceedings and for which adequate reserves have not been made in the Financial Statements in accordance with GAAP or IFRS, as the case may be. No Claim has been made by any Governmental Entity in a jurisdiction where a Target Group Company does not pay Taxes or file Tax Returns that such Target Group Company is or may be subject to taxation or a requirement to file Tax Returns by that jurisdiction.

Audits, Etc. As of the date hereof no audits or other administrative proceedings or court proceedings are presently pending with respect to any Taxes of the Joint Ventures. No deficiency for any Tax has been asserted or assessed by a Governmental Entity against the Joint Ventures which deficiency has not been paid or is not being contested in good faith in appropriate proceedings and for which adequate reserves have not been made in the Financial Statements in accordance with GAAP. No claim has been made by any Governmental Entity in a jurisdiction where the Joint Ventures do not file Tax Returns that the Joint Ventures are or may be subject to taxation by that jurisdiction.