Control Over Tax Proceedings Sample Clauses

Control Over Tax Proceedings. (a) Notwithstanding Section 11.02 or anything in this Agreement to the contrary, Holdings shall have full control over any and all matters with respect to which the Nabisco Tax Group and the RJRN Tax Group have provided authority to Holdings under Section 2.02, including, without limitation, any and all matters that would give rise to an indemnification obligation under Article 7 on the part of any member of the Nabisco Tax Group or any member of the RJRN Tax Group. Holdings shall have absolute discretion with respect to any decisions to be made, or any action to be taken, with respect to any matter described in the preceding sentence.
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Control Over Tax Proceedings. (a) Notwithstanding anything in this Agreement to the contrary, Delta Woodside shall have full control over any and all matters with respect to which the Delta Apparel Tax Group and the Duck Head Tax Group have provided authority to Delta Woodside under Section 2.02, including, without limitation, any and all matters that would give rise to an indemnification obligation under Article 7 on the part of any member of the Delta Woodside Tax Group, any member of the Delta Apparel Tax Group or any member of the Duck Head Tax Group. Delta Woodside shall have absolute discretion with respect to any decisions to be made, or any action to be taken, with respect to any matter described in the preceding sentence.
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Control Over Tax Proceedings. (a) Purchaser acknowledges and agrees that the BHP Billiton Parties shall continue to have at their own expense exclusive control following the Closing Date over any dealings with tax authorities (including any audit or any appeal of an Assessment, whether that appeal is through the administrative appeal process or through judicial proceedings, and including any resolution or settlement of such an audit or appeal) that involves BCDC or BBDNV in respect of Taxes, or interest or penalties in respect of Taxes, relating to a period prior to the Effective Date.
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Control Over Tax Proceedings. 32 Section 8.02.
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Control Over Tax Proceedings. Subject to the limitations set forth below in this Section 3.03, Marathon shall have the exclusive right to control, contest, and represent the interests of United States Steel and each member of the United States Steel Tax Group in any Tax Proceeding relating to any Tax Item included on a Consolidated Federal Tax Return or Combined State Tax Return for all Pre-Distribution Periods, including the right to resolve, settle, or agree to any deficiency, claim or adjustment proposed, asserted, or assessed, in connection with or as a result of any such Tax Proceeding, and including the right to execute waivers, choose the forum for contests, schedule conferences, and resolve or settle any Tax Item.
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Control Over Tax Proceedings. (a) Except to the extent otherwise provided in Section 8.03, Aetna shall have control over Tax matters relating to any Taxing Authority Proceeding or Contract-Based Tax Proceeding of the Aetna Consolidated Group (i) with respect to a Post-1994 Tax Period in the case of a Federal Tax or (ii) with respect to a Pre-Distribution Tax Period in the case of a Combined State Tax, in each case which Tax matters predominantly affect the Acquired Group. Except to the extent otherwise provided in Section 8.03, Aetna shall have discretion regarding decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence. Except to the extent otherwise provided in Section 8.03, Spinco shall have control over (i) Tax matters relating to any Taxing Authority Proceeding or Contract-Based Tax Proceeding of the Aetna Consolidated Group with respect to a Pre-1995 Tax Period in the case of a Federal Tax, (ii) Tax matters relating to any Taxing Authority Proceeding or Contract-Based Tax Proceeding of the Aetna Consolidated Group with respect to a Post-1994 Tax Period, which Tax matters in this clause (ii) predominantly affect the Health Group, and (iii) Tax matters relating to any Taxing Authority Proceeding or Contract-Based Tax Proceeding of the Aetna Consolidated Group with respect to a Pre-1995 Tax Period in the case of a Combined State Tax, which Tax matters in this clause (iii) predominantly affect the Health Group. Except to the extent otherwise provided in Section 8.03, Spinco shall have discretion regarding decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence. In the case of a Federal Tax, the Covered Tax Items shall be treated as predominantly relating to the Health Group for purposes of this Agreement. Specified Deductions claimed in a Pre-Distribution Tax Period shall be treated as predominantly relating to the Health Group for purposes of this Agreement.
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Control Over Tax Proceedings. (a) Notwithstanding anything in this Agreement to the contrary, Parent shall have full control over any and all matters relating to Parent or any member of the Parent Group and Sub and its affiliates with respect to (i) the conduct, management, prosecution, defense, contest, compromise or settlement of (A) any adjustment or deficiency proposed, asserted or assessed as a result of any audit of any Return or claim for Tax refund, or (B) any other Tax proceeding, (ii) the determination of the taxable years that a settlement of a Tax proceeding may impact and other timing considerations, (iii) the determination as to whether any refunds shall be received by way of refund, credited against tax liability or otherwise applied to any tax period, (iv) the determination as to the treatment of Tax Assets that are allowed under applicable law to be carried back or carried forward, (v) the determination as to whether any Tax elections shall be made or modified, (vi) the determination as to whether any extensions shall be requested or granted, and (vii) the making of payments to, or collection of refunds from, any Taxing authority.
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Control Over Tax Proceedings. (a) Except to the extent otherwise provided in Section 8.03, Aetna shall have control over Tax matters relating to any Taxing Authority Proceeding or Contract-Based Tax Proceeding of the Aetna Consolidated Group (i) with respect to a Post-1994 Tax Period in the case of a Federal Tax or (ii) with respect to a Pre-Distribution Tax Period in the case of a Combined State Tax, in each case which Tax matters predominantly affect the Acquired Group. Except to the extent otherwise provided in Section 8.03, Aetna shall have discretion regarding decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence. Except to the extent otherwise provided in Section 8.03, Spinco shall have control over (i) Tax matters relating to any Taxing Authority Proceeding or Contract-Based Tax Proceeding of the Aetna Consolidated Group with respect to a Pre-1995 Tax Period in the case of a Federal Tax, and (ii) Tax matters relating to any Taxing Authority Proceeding or Contract-Based Tax Proceeding of the Aetna Consolidated Group with respect to a Post-1994 Tax Period, which Tax matters in this clause (ii) predominantly affect the Health Group. Except to the extent otherwise provided in Section 8.03, Spinco shall have discretion regarding decisions to be made, or the nature of any action to be taken, with respect to any matter described in the preceding sentence. In the case of a Federal Tax, the Covered Tax Items shall be treated as predominantly relating to the Health Group for purposes of this Agreement.
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Related to Control Over Tax Proceedings

  • Tax Proceedings The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

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

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

  • Tax Contests If, in connection with any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller Group Tax Return with respect to the income or operations of the Company, Newco or the Sold Subsidiaries for a Pre-Closing Tax Period, any Governmental Body issues to Newco, the Company or the Sold Subsidiaries a notice of an examination, investigation, audit or other administrative or judicial proceeding, a request for documents or other information, written notice of deficiency, a notice of reassessment, a proposed adjustment, or an assertion of claim or demand concerning the taxable period covered by such Tax Return, Buyer shall notify Seller of its receipt of such communication from such Governmental Body within fifteen (15) Business Days after receiving such communication. Buyer shall not, and shall not permit Newco, the Company or the Sold Subsidiaries to, settle or otherwise resolve any issue with respect to any Taxes of the Company, Newco or the Sold Subsidiaries if such settlement or other resolution could result in Seller being liable for any amounts pursuant to this Agreement without the prior written consent of Seller. Seller shall have the right to control any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller Group Tax Return of the Company, Newco or the Sold Subsidiaries for any Pre-Closing Tax Period if such examination, investigation, audit or other administrative or judicial proceeding could result in or lead to Seller being liable for any amounts pursuant to this Agreement; provided, however, that Buyer, at its sole cost and expense, shall have the right to participate in any such contest; provided, further, that Seller shall not settle or otherwise resolve such examination, investigation, audit or other administrative or judicial proceeding without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that Seller and Buyer shall jointly control any examination, investigation, audit or other administrative or judicial proceeding in respect of Taxes for a Straddle Period. For avoidance of doubt, Seller shall have the sole right to control and settle any examination, investigation, audit or other administrative or judicial proceeding in respect of any Seller Group Tax Return and Buyer shall have no right to participate therein.

  • Tax Contest Notwithstanding anything to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

  • Grossing-up for taxes If the Borrower is required by law to make a tax deduction from any payment:

  • Additional Tax Matters (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.

  • 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.

  • Straddle Period Tax Allocation The Company and the Subsidiaries will, unless prohibited by applicable Law, close each of their applicable taxable periods as of the close of business on the Closing Date. If applicable Law does not permit the Company and the Subsidiaries to close any of its taxable years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to Sellers for the period up to and including the close of business on the Closing Date, and (ii) to Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property or ad valorem taxes attributable to a Straddle Period shall be allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

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