RESISTANCE OF CLAIMS Sample Clauses

RESISTANCE OF CLAIMS. 7.1. If the Purchaser becomes aware of any Claim for Tax which may result in the Purchaser having a claim against the Covenantor under this Deed, the Purchaser shall give or procure that written notice is given to the Covenantor in the manner provided in Clause 4 of this Deed as soon as is reasonably practicable and no later than 10 days after becoming aware of the claim and the Covenantor shall, except in the case of fraud on the part of the Covenantor, be entitled at their sole discretion (but after consultation with the Purchaser) to resist such Claim for Tax in the name of the Purchaser or the relevant Group Company or any of them but at the expense of the Covenantor and to have the conduct of any appeal or incidental negotiations PROVIDED THAT:-
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RESISTANCE OF CLAIMS. 7.1 If the Buyer or the Company becomes aware of any Claim for Tax which may result in the Buyer having a claim against the Covenantor under this schedule (or which would so result in any such case but for the provisions of paragraph 2.2), the Buyer shall give notice to the Covenantor in the manner provided in this agreement and in any event at least 21 days prior to the expiry of any time limit in which an appeal against the Claim for Tax has to be made and the Covenantor shall be entitled at its sole discretion (but after consultation with the Buyer) to resist such Claim for Tax in the name of the Buyer or the Company or any of them but at the expense of the Covenantor and to have the conduct of any appeal or incidental negotiations PROVIDED THAT:
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RESISTANCE OF CLAIMS. 5.1 If the Purchaser or the Company becomes aware of any Claim for Tax (which expression shall for the avoidance of doubt include any claim which would give rise to a Claim for Tax but for a Utilisation of a Purchaser's Relief and shall also for the purposes of this clause 5 include any claim which may result in a loss of, or liability to repay, a payment for Group Relief) which may result in the Purchaser having a claim against the Covenantors under this deed, the Purchaser shall give notice to the Covenantors in the manner provided by the Sale Agreement as soon as is reasonably practicable and the Covenantors shall except where an allegation of fraud or wilful default or neglect is made forthwith be entitled at their sole discretion (but after consultation with the Purchaser) to resist such Claim for Tax in the name of the Purchaser or the Company or any of them but at the expense of the Covenantors and to have the conduct of any appeal or incidental negotiations provided that: -
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RESISTANCE OF CLAIMS. 5.1 If the Buyer or the Company becomes aware of any Claim for Tax which may result in the Buyer having a claim against the Seller under this schedule, the Buyer shall give notice to the Seller in the manner provided by Schedule 8 of this agreement as soon as is reasonably practicable and the Seller shall, except where an allegation of dishonesty, fraud, wilful misconduct, wilful concealment or neglect is made, forthwith be entitled at its sole discretion (but after consultation with the Buyer) to resist such Claim for Tax in the name of the Buyer or the Company or any of them but at the sole cost and expense of the Seller and to have the conduct of any appeal or incidental negotiations, provided that:
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RESISTANCE OF CLAIMS. 5.1 If the Offeror or the Company becomes aware of any Claim for Tax (which expression shall for the avoidance of doubt include any claim which would give rise to a Claim for Tax but for a Utilisation of an Offeror's Relief) which may result in the Offeror having a claim against the Covenantors under this Schedule, the Offeror shall give notice to the Covenantors in the manner provided by this Deed as soon as is reasonably practicable and in any event, in the case of an assessment, at least 14 days before the expiry of the time limit for appealing the assessment provided that any failure to give such notice shall not prejudice the ability of the Offeror to make a claim under this Deed and:
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RESISTANCE OF CLAIMS. 5.1 Without prejudice to the indemnities contained in paragraph 2.1, if the Company or any of the Subsidiaries becomes aware of any matter or circumstance or of any Claim for Tax or receives any Claim for Tax which may result in a claim against the Covenantors under this schedule, the Company or the Subsidiary concerned shall give notice thereof to the Covenantors giving reasonable details (including the amount) thereof as soon as reasonably practicable and shall (except where an allegation of fraud or wilful default or neglect is made) take such appropriate action as the Covenantors may reasonably request to dispute, resist, appeal, postpone, compromise or defend the matter or Claim for Tax at the expense of the Covenantors PROVIDED THAT:
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RESISTANCE OF CLAIMS. (a) If the Buyer Parties or the Company become aware of any Claim for Tax which may result in the Buyer Parties having a claim against the Sellers under this Article 6 (or which would so result in any such case but for the provisions of Section 7.2(a)) the Buyer Parties shall give notice to the Sellers in the manner provided by this Agreement and in any event at least 21 days prior to the expiry of any time limit in which an appeal against the Claim for Tax has to be made.
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RESISTANCE OF CLAIMS. 5.1 If the Purchaser or the Company becomes aware of any Claim for Tax (which expression shall for the avoidance of doubt include any claim which would give rise to a Claim for Tax but for a Utilisation of a Purchaser's Relief) which may result in the Purchaser having a claim against the Covenantor under this deed, the Purchaser shall give notice to the Covenantor in the manner provided by the Sale Agreement as soon as is reasonably practicable and the Covenantor shall except where an allegation of fraud or wilful default or neglect is made forthwith be entitled at its sole discretion (but after consultation with the Purchaser) to resist such Claim for Tax in the name of the Purchaser or the Company or any of them but at the expense of the Covenantor and to have the conduct of any appeal or incidental negotiations provided that:-
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RESISTANCE OF CLAIMS. 6.1 If the Buyer's Group or the Company becomes aware of any Claim for Tax which may result in the US Buyer having a claim against the Covenantor under this deed (or which would so result in any such case but for the provisions of paragraphs 2 or 3 of schedule 4 to the Sale Agreement), the UK Buyer or the US Buyer shall give notice to the Covenantor in the manner provided by the Sale Agreement as soon as is reasonably practicable and in any event at least 21 days prior to the expiry of any time limit in which an appeal against the Claim for Tax has to be made.
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Related to RESISTANCE OF CLAIMS

  • Defence of Claims 38.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 38, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled.

  • Notice; Defense of Claims An indemnified party may make claims for indemnification hereunder by giving written notice thereof to the indemnifying party within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the indemnified party shall also give written notice thereof to the indemnifying party promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the indemnifying party from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. Within 20 days after receiving such notice the indemnifying party shall give written notice to the indemnified party stating whether it disputes the claim for indemnification and whether it will defend against any third party claim or liability at its own cost and expense. If the indemnifying party fails to give notice that it disputes an indemnification claim within 20 days after receipt of notice thereof, it shall be deemed to have accepted and agreed to the claim, which shall become immediately due and payable. The indemnifying party shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the consent of the indemnified party, which consent shall not be unreasonably withheld) as long as the indemnifying party is conducting a good faith and diligent defense. The indemnified party shall at all times have the right to fully participate in the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and the indemnified party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the indemnified party may engage separate counsel at the expense of the indemnifying party. If no such notice of intent to dispute and defend a third party claim or liability is given by the indemnifying party, or if such good faith and diligent defense is not being or ceases to be conducted by the indemnifying party, the indemnified party shall have the right, at the expense of the indemnifying party, to undertake the defense of such claim or liability (with counsel selected by the indemnified party), and to compromise or settle it, exercising reasonable business judgment. If the third party claim or liability is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available such information and assistance as the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense, at the expense of the indemnifying party.

  • Submission of Claims 39 If Provider submits claims for Services rendered under this Contract, the following 40 requirements shall apply:

  • Survival of Claims Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination of this Lease shall survive such termination.

  • Absence of Claims Each Shareholder has no knowledge of any causes of action or other claims that could have been or in the future might be asserted by such Shareholder against the Company or any of its predecessors, successors, assigns, directors, employees, agents or representatives arising out of facts or circumstances occurring at any time on or prior to the date hereof and in any way relating to any duty or obligation of the Company or any Shareholder.

  • Defense of Claims Subject to the provisions of applicable policies of directors’ and officers’ liability insurance, if any, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.

  • Notice of Claims, etc Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 5, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 5. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying party may exist in respect of such claim, the indemnifying party shall be entitled to participate in, and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of such proceedings which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a complete and unconditional release from all liability in respect to such claim or litigation.

  • Payment of Claims A. If advance payment of all or a portion of the Grant funds is permitted by statute or regulation, and the State agrees to provide such advance payment, advance payment shall be made only upon submission of a proper claim setting out the intended purposes of those funds. After such funds have been expended, Grantee shall provide State with a reconciliation of those expenditures. Otherwise, all payments shall be made thirty five (35) days in arrears in conformance with State fiscal policies and procedures. As required by IC § 4-13-2-14.8, all payments will be by the direct deposit by electronic funds transfer to the financial institution designated by the Grantee in writing unless a specific waiver has been obtained from the Indiana Auditor of State.

  • Indemnification Process 20.2.1 As used in this Section 20, “Indemnified Person” means a person whom an Indemnifying Party is obligated to indemnify, defend and/or hold harmless under Section 20.1.

  • Exclusion of Claim Participant acknowledges and agrees that Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from Participant’s ceasing to have rights under or to be entitled to the Restricted Stock Units, whether or not as a result of termination of Service (whether such termination is in breach of contract or otherwise), or from the loss or diminution in value of the Restricted Stock Units. Upon the award of the Restricted Stock Units, Participant shall be deemed irrevocably to have waived any such entitlement.

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