Joint Contests Sample Clauses

Joint Contests. With respect to any Joint Contest, the Party that filed the Return shall control the proceeding. The personnel and outside advisers (including counsel) of the Party not controlling the proceeding may participate, at the expense of such Party, in the proceeding to the extent such proceeding relates to items or adjustments for which such Party may incur indemnity liability under this Agreement. Such participation shall be reflected by the grant of appropriate powers of attorney. The Party granting such power of attorney (the "Granting Party") shall have the right to revoke the power of attorney if the Granting Party reasonably determines that the actions or failure to act on the part of the other Person (the "Participating Party") in the proceeding has resulted, or can be reasonably expected to result, in the hindrance or delay of any resolution or settlement of the proceeding. In the event the Participating Party fails to participate timely and fully in any proceeding to the extent to which such proceeding relates to items or adjustments for which the Participating Party has indemnity liability under this Agreement, the Participating Party shall be liable for, in addition to all Taxes for which the Participating Party shall be liable under this Agreement, any and all costs imposed on, or incurred by, the Granting Party as a result of the Participating Party's failure to participate. The revocation of any power of attorney under this Section 6.02 shall in no way limit the Participating Party's indemnity liability under this Agreement.
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Joint Contests. (i) Each party shall have the right and obligation to pursue and defend against any Joint Contest. TransAct shall conduct Joint Contests, without prejudice to any right or obligation of Tridex relating to such Joint Contest. Tridex, as the Common Parent of the Tridex Group or otherwise, agrees to take all such actions and to cause its subsidiaries to take all such actions as may be necessary to permit TransAct to conduct such Joint Contests. Each party shall cooperate fully with the other during the course of a Joint Contest as provided in Section 7(c) herein, and shall bear its own costs in so doing except as otherwise provided in clause (iv) or clause (v) of this Section 7(a).
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Joint Contests. In the case of matters arising out of any Joint Contest, a Tax Deficiency shall be paid to the relevant taxing authority by, and a Tax Refund received from the relevant taxing authority shall be paid to, Tridex and/or its subsidiaries; provided, however, that whether or not a payment is required to or from a relevant taxing jurisdiction and subject to the provisions of Section 8(c) hereof, TransAct and/or its subsidiaries shall make payments to Tridex and/or its subsidiaries, or receive payments from Tridex and/or its subsidiaries, based on the following principles:
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Joint Contests. (i) The conduct of Joint Contests shall be the responsibility of Manor. Choice, as the common parent of the Choice Group or otherwise, agrees to take all such actions and to cause its subsidiaries to take all such actions as may be necessary to permit Manor to conduct such contests.
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Joint Contests. (1) With respect to any Joint Contest, the party that filed the Return shall control the proceeding. The personnel and outside advisers (including counsel) of the party not controlling the proceeding may shall participate, at the expense of such party, in the proceeding to the extent such proceeding relates to items or adjustments for which such party may incur indemnity liability under this Agreement. Such participation shall include: (i) participation in all conferences, meetings or proceedings with any Tax Authority, the subject matter of which includes an item for which such party has indemnity liability hereunder; (ii) participation in all appearances before any court, the subject matter of which includes an item for which such party has indemnity liability hereunder; (iii) with respect to matters described in the preceding clauses (i) and (ii), participation in the submission and determination of content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses and the negotiation of stipulations of fact in such matters. Such participation may be reflected by the grant of appropriate powers of attorney. The party granting such power of attorney (the "Granting Party") shall have the right to revoke the power of attorney if the Granting Party reasonably determines that the other party's (the "Participating Party") actions or failure to act, in the proceeding has resulted, or can be reasonably expected to result, in the hindrance or delay of any resolution or settlement of the proceeding. In the event the Participating Party fails to timely and fully participate in any proceeding to the extent to which such proceeding relates to items or adjustments for which the Participating Party has indemnity liability under this Agreement, the Participating Party shall be liable for, in addition to all Taxes for which the Participating Party shall be liable under this Agreement, any and all costs imposed on, or incurred by, the Granting Party as a result of the Participating Party's failure to participate. The revocation of any power of attorney under this Section 7.02 shall in no way limit the Participating Party's indemnity liability under this Agreement. (2) Each of the parties hereto agrees to cooperate in seeking an agreement with the Service or any other Tax authority under which such authority would conduct separate audits of Premark and Tupperware with respect to returns incl...
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Joint Contests. (i) The Company shall control any Joint Contest. The personnel and outside advisers (including counsel) of Cygnet may participate, at Cygnet's expense, in the proceeding to the extent such proceeding relates to items or adjustments for which Cygnet may incur indemnity liability under this Agreement. Such participation shall include: (A) participation in all conferences, meetings or proceedings with any Tax Authority; (B) participation in all appearances before any court; (C) with respect to matters described in the preceding clauses (A) and (B), participation in the submission and determination of content of documentation, protests, memoranda of fact and law and briefs, the conduct of oral arguments or presentations, the selection of witnesses and the negotiation of stipulations of fact in such matters. If Cygnet fails to timely and fully participate in any proceeding to the extent to which such proceeding relates to items or adjustments for which Cygnet has indemnity liability under this Article Seven, Cygnet shall be liable for, in addition to all Taxes for which Cygnet shall be liable under this Article Seven, any and all costs imposed on, or incurred by, the Company as a result of Cygnet's failure to participate.
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Related to Joint Contests

  • Distributor Independent Contractor The Distributor shall be an independent contractor and neither the Distributor nor any of its officers or employees as such is or shall be an employee of the Trust. The Distributor is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. The Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder.

  • Assigned Personnel The Contractor warrants that the personnel it will assign to perform the Products and Services under this Agreement shall possess the requisite education, competence and experience. The Contractor further acknowledges and agrees that such personnel may be subject to the evaluation and approval of the Authority, who shall retain the right to determine the sufficiency of the education, competence and experience of the personnel assigned to perform the Products and Services identified in Exhibit A attached and incorporated into this Agreement.

  • Covered Entities No Loan Party is a Covered Entity.

  • Employment of trained personnel The Concessionaire shall ensure that the personnel engaged by it in the performance of its obligations under this Agreement are at all times properly trained for their respective functions.

  • Specified Personnel ST6.1 The Grantee agrees that the following personnel (Specified Personnel) be involved in the Activity as set out below: <specified personnel>

  • RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR 27.1 Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations. Each Party and each Party's contractor(s) shall be solely responsible for all matters relating to payment of such employees, including the withholding or payment of all applicable federal, state and local income taxes, social security taxes and other payroll taxes with respect to its employees, as well as any taxes, contributions or other obligations imposed by applicable state unemployment or workers' compensation acts and all other regulations governing such matters. Each Party has sole authority and responsibility to hire, fire and otherwise control its employees.

  • INDEPENDENT CONTRACTOR; NO AGENCY Nothing in this Agreement will in any way be construed to render Influencer to be or to be construed as an agent, employee or representative of Brand. Influencer is and will perform the Services hereunder as an independent contractor. Influencer acknowledges and agrees that Influencer will not be eligible for any employee benefits (nor do they desire any of them) and expressly waives any entitlement to such benefits. Influencer further agrees to indemnify Brand and hold it harmless to the extent of any obligation imposed on Brand resulting from Influencer’s being determined not to be an independent contractor.

  • Health Care Operations Health Care Operations shall have the meaning set out in its definition at 45 C.F.R. § 164.501, as such provision is currently drafted and as it is subsequently updated, amended or revised.

  • Links to Third Party Sites/Third Party Services xxx.xxxxxxxxxxxxxxxxxx.xxx may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators. Certain services made available via xxx.xxxxxxxxxxxxxxxxxx.xxx are delivered by third party sites and organizations. By using any product, service or functionality originating from the xxx.xxxxxxxxxxxxxxxxxx.xxx domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of xxx.xxxxxxxxxxxxxxxxxx.xxx users and customers.

  • Labor Management Relations Section 9.1 Representatives of the Union, not to exceed five (5) in number including at least one (1) representative of each shift, and representatives of the Employer, shall meet at least quarterly at mutually agreed upon times for up to two (2) hours to discuss matters of mutual concern relating to the interpretation, application, or administration of this Agreement and existing work rules which affect the members of the bargaining unit. Each party shall prepare and submit an agenda to the other party one (1) week prior to the scheduled meeting.

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