AUDITS OR ASSESSMENTS Sample Clauses

AUDITS OR ASSESSMENTS. The Buyer shall promptly notify the Sellers in writing upon receipt by the Buyer of notice of any pending or threatened tax audits or assessments that could reasonably affect the tax liabilities for which the Sellers would be liable under Section 13.1(A) ("Seller Tax Matter"). Notwithstanding anything to the contrary set forth in this Agreement, the Seller shall have the sole right to represent the interests of the Sellers in connection with any Seller Tax Matter (including the right to choose the Sellers' representation in any audit, contest or administrative or judicial proceeding involving a Seller Tax Matter, the right to choose the manner in which the Sellers contest any assessment or proposed disallowance or claim in any Seller Tax Matter and the right to settle or otherwise compromise any Seller Tax Matter), but the Buyer (a) shall have the right to participate therein and to approve any settlement that would affect any Tax liabilities of the Buyer after the Closing Date or, with respect to the any Delayed Closing Assets or Second Closing Assets, the relevant Delayed Closing Date or the Second Closing Date, and (b) shall have the right to participate jointly with the Sellers in any Seller Tax Matters that could give rise to any Tax liens on the assets of the Buyer, or any of its Affiliates.
Sample 1
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AUDITS OR ASSESSMENTS. Buyer shall promptly notify Seller in writing upon receipt by Buyer of notice of any pending or threatened tax audits or assessments that could reasonably affect the tax liabilities for which Seller would be liable under Section 12.1(a) ("Seller Tax Matter"). Notwithstanding anything to the contrary set forth in this Agreement, Seller shall have the sole right to represent the interests of Seller in connection with any Seller Tax Matter (including the right to choose Seller's representation in any audit, contest or administrative or judicial proceeding involving a Seller Tax Matter, the right to choose the manner in which Seller contest any assessment or proposed disallowance or claim in any Seller Tax Matter and the right to settle or otherwise compromise any Seller Tax Matter), but Buyer (a) shall have the right to participate therein and to approve any settlement that would affect any Tax liabilities of Buyer after the Closing Date and (b) shall have the right to participate jointly with Seller in any Seller Tax Matters that could give rise to any Tax liens on the assets of Buyer, or any of its Affiliates.
Sample 1

Related to AUDITS OR ASSESSMENTS

  • Audits No more than once a year, or following unauthorized access, upon receipt of a written request from the LEA with at least ten (10) business days’ notice and upon the execution of an appropriate confidentiality agreement, the Provider will allow the LEA to audit the security and privacy measures that are in place to ensure protection of Student Data or any portion thereof as it pertains to the delivery of services to the LEA . The Provider will cooperate reasonably with the LEA and any local, state, or federal agency with oversight authority or jurisdiction in connection with any audit or investigation of the Provider and/or delivery of Services to students and/or LEA, and shall provide reasonable access to the Provider’s facilities, staff, agents and XXX’s Student Data and all records pertaining to the Provider, LEA and delivery of Services to the LEA. Failure to reasonably cooperate shall be deemed a material breach of the DPA.

  • Assessments There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

  • Investigations The respective representations and warranties of the Parties contained in this Agreement or any certificate or other document delivered by any Party at or prior to the Closing and the rights to indemnification set forth in Article XI shall not be deemed waived or otherwise affected by any investigation made, or knowledge acquired, by a Party.

  • Environmental Assessments Foreclose on or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment of the property or foreclose on any commercial real estate if such environmental assessment indicates the presence of a Hazardous Substance in amounts which, if such foreclosure were to occur, would be material.

  • Grievance Investigations Where an employee has asked or is obliged to be represented by the Institute in relation to the presentation of a grievance and an employee acting on behalf of the Institute wishes to discuss the grievance with that employee, the employee and the representative of the employee will, where operational requirements permit, be given reasonable leave with pay for this purpose when the discussion takes place in the headquarters area of such employee and leave without pay when it takes place outside the headquarters area of such employee.

  • Tax Audits (a) Seller shall, at its election, have the sole right to represent the interests of the Transfer Group Companies in any audit or administrative or court proceeding relating to Taxes for taxable periods of the Transfer Group Companies which end on or before the Closing Date and to employ counsel of its choice at its expense; provided that Seller does not dispute its obligation to indemnify Purchaser for the asserted liability. Purchaser agrees that it will cooperate fully, and shall cause the Transfer Group Companies to cooperate fully, with Seller and its counsel in the defense against or compromise of any claim in any said proceeding. Seller shall provide Purchaser with reasonable access to its records and personnel relating to any such proceeding. Seller shall have the right to settle or dispose of any claim in any said proceeding; provided that Seller shall consult with Purchaser regarding any such proceeding and shall allow Purchaser to participate in any such proceeding; provided, further, that no settlement or disposition of any claim for Tax which would adversely affect any Transfer Group Company in any taxable period ending after the Closing Date in any manner or to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments and the reduction of loss or credit carryovers) shall be agreed to without Purchaser's prior written consent (which consent shall not be unreasonably withheld). Notwithstanding anything to the contrary herein, Seller shall not be required to consult with Purchaser or seek Purchaser's consent to settle any tax proceeding which relates to items reported on a Tax Return of the type described in Section 10.2(a)(i), provided that Seller indemnifies Purchaser for any material adverse effects of any such settlement.

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities.

  • Risk Assessments a. Risk Assessment - Transfer Agent shall, at least annually, perform risk assessments that are designed to identify material threats (both internal and external) against Fund Data, the likelihood of those threats occurring and the impact of those threats upon the Transfer Agent organization to evaluate and analyze the appropriate level of information security safeguards (“Risk Assessments”).

  • Self-Assessment (a) Subject to clause 4.4(b), for Services that are Self-Assessable:

  • Grievance Investigation The Employer agrees to supply to the Union the names of all applicants for a vacancy, or new position in the course of a grievance investigation.

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