Purchaser’s Contest Rights Sample Clauses

Purchaser’s Contest Rights. Subject to Section 8.8, Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of the Target Entities. Purchaser shall keep Vendor duly informed of any proceedings in connection with any matter for which Purchaser may have a right to indemnification pursuant to this Article 8 and promptly provide Vendor with copies of all correspondence and documents relating to those proceedings. Vendor shall execute or cause to be executed such documents and shall take such action as reasonably requested by Purchaser to enable Purchaser to take any action Purchaser deems appropriate with respect to any proceedings in respect of which Purchaser has contest rights under this Agreement.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Purchaser’s Contest Rights. Except as expressly provided in Section 8.03, Purchaser shall have the sole right (but not the obligation) to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, hearing or other proceeding with respect to any Tax Return of VSI that relate to (a) only Post-Closing Periods, or (b) both Pre-Closing and Post-Closing Periods; provided, however, that Taxes or Tax issues for a Pre-Closing Period may not be settled or compromised without the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, (i) Purchaser shall keep Sellers duly informed of any proceedings in connection with a Pre-Closing Period in a timely manner and (ii) Sellers (or their properly authorized representatives) shall be entitled to receive in a timely manner copies of all correspondence and documents relating to such proceedings and may, at their option, observe such proceedings (including any associated meetings or conferences).
Sample 1
Purchaser’s Contest Rights. Subject to Section 7.7, the Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of the Group Members. The Purchaser shall keep the Vendors’ Representative duly informed of any proceedings in connection with any matter for which the Purchaser may have a right to indemnification pursuant to this Article 7 and promptly provide the Vendors’ Representative with copies of all correspondence and documents relating to those proceedings. The Vendors’ Representative shall execute or cause to be executed such documents and shall take such action as reasonably requested by the Purchaser to enable the Purchaser to take any action the Purchaser deems appropriate with respect to any proceedings in respect of which the Purchaser has contest rights under this Agreement.
Sample 1

Related to Purchaser’s Contest Rights

  • Purchaser’s Closing Obligations Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:

  • Purchaser’s Conditions The respective obligation of each Purchaser to consummate the purchase of the Purchased Units shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions (any or all of which may be waived by such Purchaser in writing, in whole or in part with respect to its Purchased Units, to the extent permitted by applicable Law):

  • Buyer's Closing Obligations At Closing, Buyer shall deliver to Seller the following:

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • Title Documents Title Documents consist of the following: (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents).

  • Seller’s Conditions The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction or waiver at or prior to the Closing of the following conditions precedent:

  • Seller’s Conditions for Closing Unless otherwise waived in writing, and without prejudice to Seller’s right to cancel this Contract during the Review Period, the duties and obligations of Seller to proceed to Closing under the terms and provisions of this Contract are and shall be expressly subject to strict compliance with, and satisfaction or waiver of, each of the conditions and contingencies set forth in this Section 9.2, each of which shall be deemed material to this Contract. In the event of the failure of any of the conditions set forth in this Section 9.2, which condition is not waived in writing by Seller, Seller shall have the right at its option to declare this Contract terminated and null and void, in which case the remaining Xxxxxxx Money Deposit and any interest thereon shall be immediately returned to Buyer and each of the parties shall be relieved from further liability to the other, except as otherwise expressly provided herein.

  • Title Defects If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

  • Purchaser’s Compliance Nothing in this Section 4 shall affect in any way the Purchaser’s obligations and agreements to comply with all applicable securities laws upon resale of the Securities.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

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