Conduct of Disputes. Unless agreed otherwise, all dispute resolution proceedings will be conducted in Melbourne, Victoria.
Conduct of Disputes. If any member of the MC Group becomes aware of any claim, action or demand against it, or of any circumstance which may give rise to any claim (including for the avoidance of doubt any claim arising out of or in connection with the OFT Review), action or demand against it, and which may give rise to a claim under any of the indemnifications contained in Section 6.2 it shall forthwith give written notice (including reasonable particulars of such claim or circumstance) to the MEPUK Shareholders and it shall procure that the relevant member of the MC Group shall:
Conduct of Disputes. Notwithstanding anything to the contrary in this Agreement, (A) only Directors designated by Watsco shall be entitled to vote on any matter relating to the conduct and settlement of any claim, action, suit, proceeding or dispute between the Company, and/or any of its Subsidiaries, on the one hand and Carrier, and/or any of its Affiliates, on the other hand, and (B) only Directors designated by Carrier shall be entitled to vote on any matter relating to the conduct and settlement of any claim, action, suit, proceeding or dispute between the Company, and/or any of its Subsidiaries, on the one hand and Watsco, and/or any of its Affiliates, on the other hand.
Conduct of Disputes. 5.1 If the Covenantors undertake the conduct of a Dispute under Clause 4.2 above then:-
Conduct of Disputes. 10.5.1 If the Purchaser or the Company become aware of any claim, action or demand against either of them, or of any circumstance which may give rise to any claim, action or demand against either of them, and which may give rise to a claim under this Agreement (other than a claim under the Tax Warranties or Tax Deed to which paragraph 4 of the Tax Deed shall apply), the Purchaser shall forthwith give written notice (including reasonable particulars of such claim or circumstance) to the Vendor and the Purchaser shall and shall procure that the Company (if relevant) shall:
Conduct of Disputes. 12.1 If Best Buy Acquisition Co or CPW become aware of a Claim for Taxation which may result in a Tax Claim (a Dispute), Best Buy Acquisition Co or CPW, as the case may be, shall give notice to the other of the Claim for Taxation as soon as reasonably practicable and in any event within 14 days of receipt thereof.
Conduct of Disputes. LMHC, as common parent of Liberty Mutual Group, shall be the sole agent for each Member and any successor of any Member pursuant to regulation section 1.1502-77(a). LMHC shall control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom. Each Member will cooperate with LMHC in these proceedings and provide such assistance and documents, without charge, as may be requested by LMHC for such purpose. LMHC will provide Members with access to such records and tax returns as appropriate to facilitate such cooperation. Notwithstanding any other provisions in this Agreement, if an increase to the Group Tax Liability is the result of the failure of a Member to maintain proper records to support items reflected in Liberty Mutual Group’s consolidated income tax return, such Member shall be fully liable for such increase as well as any related penalties and interest.
Conduct of Disputes. 3.1 This paragraph applies as to the conduct of any claim made by, or proceedings instituted or threatened by, any third party, whether before or after the date hereof (including any counter-claim) ("PROCEEDINGS") in relation to any Debtor, Materials Business Debtor, Retained Business Claim, Materials Business Claim, Newco Liability or TEL Liability by the party (the "CONDUCTING PARTY") specified by this Agreement as being entitled to conduct such Proceedings. In any case where this Agreement does not specify which of the parties is to have the conduct of Proceedings in any particular case, including in circumstances where the potential responsibility for any liability the subject of any Proceedings has not been allocated between the parties, the party against whom the claim has been made, or proceedings instituted or threatened, shall have conduct of the Proceedings, or, if the claim has been made, or proceedings instituted or threatened, against both parties, TEL shall have the conduct of the Proceedings and, in either case, accordingly be the Conducting Party in respect thereof for the purposes hereof.
Conduct of Disputes. If BEI as common parent of the Group receives notice of any audit or other examination by the IRS of any Group Tax Return, BEI shall promptly notify NBHI of such audit or examination. BEI may, at its option upon timely notice to NBHI, control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom relating to the tax liability of the BEI Subgroup as determined under Section 4. NBHI may, at its option upon timely notice to BEI, control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom relating to the tax liability of the NBHI Subgroup as determined under Section 4. Each party will cooperate with the other in these proceedings and provide such assistance and documents, without charge, as may reasonably be requested by the other party for such purpose.
Conduct of Disputes. 13.1 In the event of a Third Party Claim, the Buyer shall:
