Control of Tax Claims Sample Clauses

Control of Tax Claims. With respect to any Tax Claim for which notice has been received prior to the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’s, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for any Tax period ending on or prior to the Closing Date and (B) the Trustee, on behalf of the ESOP, and Purchaser shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle Period; provided, however, that (x) with respect to any proceeding described in clause (A) of this Section 10.2(e)(iv), the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status of such proceeding and provide Purchaser with copies of all written correspondence with respect to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall control all proceedings with respect to any Tax Claim relating to any Tax period beginning after the Closing Date. If the Trustee, on behalf of the ESOP, fails to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv) within thirty (30) days of receipt of notice thereof, Purchaser shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claim.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Control of Tax Claims. The Indemnifying Party shall be entitled, upon written notice to the Indemnified Party within ten (10) calendar days following receipt of notice from the Indemnified Party of any Tax Claim, to control, at its own expense, the conduct, defense and settlement of such Tax Claim; provided, that (a) the Indemnifying Party shall keep the Indemnified Party informed regarding the progress and all material aspects of any such Tax Claim, (b) the Indemnified Party shall be entitled at its own expense to participate in any Tax Claim and (c) the Indemnifying Party shall not compromise or settle any such Tax Claim without obtaining the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if the resolution or settlement of such Tax Claim reasonably would be expected to result in Tax or Liability of the Indemnified Party and its Affiliates for which the Indemnified Party and its Affiliates are not entitled to indemnification under Section 4.01 hereof. If the Indemnifying Party does not timely elect to control the conduct and defense of a Tax Contest, or is unable to appropriately, adequately and vigorously continue to conduct such defense as a result of a conflict of interest, admission of criminal conduct, financial inability or similar concerns, then the Indemnified Party shall have the right to control the conduct and defense thereof; provided, that (x) the Indemnified Party shall keep the Indemnifying Party informed regarding the progress and all material aspects of such Tax Claim, (y) the Indemnifying Party, at its own expense, shall be entitled to participate in such Tax Claim and (z) the Indemnified Party shall not compromise or settle such Tax Claim without obtaining the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
Sample 1Sample 2
Control of Tax Claims. (a) Except as provided in Section 7.2(b) of this Agreement, HFS shall control (at its own expense and with counsel of its own choice) all Tax Claims relating to Taxes for which one Party may be entitled to indemnification from the other Party pursuant to this Agreement. With respect to any Tax Claim that HFS is entitled to control pursuant to this Section 7.2(a), HFS may permit Spinco (at its own cost and expense and with counsel of its choice) to control any such Tax Claim, provided, that Spinco shall (i) keep HFS informed of all material developments and events relating to such Tax Claim, (iii) consult with HFS with respect to any such Tax Claim, (iii) act in good faith and (iv) use all reasonable efforts to preserve any net operating losses or other Tax Attributes; provided, further, that Spinco shall not be entitled to settle or otherwise compromise, either administratively or after commencement of litigation, any such Tax Claim without the prior written consent of HFS.
Sample 1
Control of Tax Claims. Notwithstanding anything to the contrary contained in this Section 8.5:
Sample 1
Control of Tax Claims. The SH Rep shall, upon written notification to Parent, control all proceedings at its own expense and may make all decisions with respect to any Tax Claim relating to a Tax Period ending on or before the Closing Date; provided that the SH Rep shall not settle any such Tax Claim without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) if the resolution of such Tax Claim reasonably could be expected to affect the Tax liability of TEI Bio or the UK Subsidiary for any Post-Closing Tax Period. The SH Rep and Parent shall jointly control all proceedings with respect to any Tax Claim relating to a Straddle Period, and any such Tax Claim shall not be settled without the prior written consent of both the SH Rep and Parent (which shall not be unreasonably withheld, conditioned, or delayed). If the SH Rep declines to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 12.4(d) after receipt of notice thereof, or if SH Rep is not entitled to control or defend any Tax Claim pursuant to this Section 12.4(d), Parent shall thereupon have the right to undertake the control, defense and settlement of such Tax Claim; provided that Parent shall not settle any such Tax Claim without SH Rep’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed). In the event of any conflict between the provisions of this Section 12.4(d), on the one hand, and Section 11.2(c), on the other hand, with respect to any Tax Claim, the provisions of this Section 12.4(d) shall control.
Sample 1
Control of Tax Claims 
Sample 1Sample 2Sample 3See All (5)

Related to Control of Tax Claims

  • Control of Tax Contests (a) Except as otherwise provided in paragraphs (b) and (c):

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.

  • Treatment of Taxes Except as otherwise provided in the Loan Agreement, the proceeds of the Loan may be withdrawn to pay for taxes levied by, or in the territory of, the Borrower or the Guarantor on the goods or services to be financed under the Loan, or on their importation, manufacture, procurement or supply. Financing of such taxes is subject to the Bank’s policy of requiring economy and efficiency in the use of the proceeds of its loans. To that end, if the Bank shall at any time determine that the amount of any taxes levied on or in respect of any item to be financed out of the proceeds of the Loan is excessive or otherwise unreasonable, the Bank may, by notice to the Borrower, adjust the percentage for withdrawal set forth or referred to in respect of such item in the Loan Agreement as required to be consistent with such policy of the Bank.”

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Payment of Tax To the extent a Party is required by applicable Law to deduct and withhold taxes on any payment to the other Party, the paying Party shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the other Party an official tax certificate or other evidence of such withholding sufficient to enable such other Party to claim such payment of taxes.

  • Control of Litigation A. Promptly, or in any event within ten (10) calendar days (in the case of service of legal process) or within thirty (30) calendar days (in the case of any other claim), following receipt by any party to be indemnified under the provisions of this ARTICLE IX (the “Indemnitee”) of notice of any action, suit, proceeding, claim, demand or assessment (each, an “Action”) against the Indemnitee that might give rise to a claim pursuant to Section 9.01, Section 9.02 or Section 9.03, the Indemnitee shall give written notice thereof to the party or parties obligated to provide such indemnification under the provisions of this ARTICLE IX (collectively, the “Indemnitor”) indicating the nature of such claim, the basis therefore and the estimated amount thereof. Failure to give any notice provided hereunder shall in no way be deemed a forfeiture of any Indemnitee’s rights to be indemnified hereunder; provided, however, if the Indemnitor shall have been prejudiced in any material respect by such failure so to notify the Indemnitor, the Indemnitor shall have the right to set off against any amounts payable or that become payable by the Indemnitor under this Agreement the amount by which the Indemnitor has been damaged (as finally determined by a court of competent jurisdiction) as a result of the failure so to notify the Indemnitor. A claim for indemnity may, at the option of the Indemnitee, be asserted as soon as any claim has been asserted by a third party in writing, regardless of whether actual harm has been suffered or out-of-pocket expenses incurred.

  • Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

  • Payment of Taxes and Claims The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.