Tax Audits and Contests Sample Clauses

Tax Audits and Contests. (i) Unless Purchaser has previously received notice from the Members’ Representative of the existence of any Tax Contest (as defined below), Purchaser will, or will cause the Company to, promptly notify the Members’ Representative of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a Pre-Closing Tax Period or a Straddle Period for which the Members may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that no failure to give such notice will relieve the Members of any liability hereunder except to the extent, if any, that the rights of the Members with respect to such claim are materially actually prejudiced thereby. Except with respect to income Tax Returns (or information Tax Returns related to income Taxes) for taxable periods of the Company or the Company Subsidiaries ending on or before the Closing Date, Purchaser will have the authority to represent the interests of the Company and will have control of the defense, compromise or other resolution of any Tax Contest; provided, however, that the Members’ Representative will be entitled to participate in such Tax Contest at the Members’ expense and Purchaser will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, its Subsidiaries or the Members for any Pre-Closing Tax Period without the written consent of Members’ Representative, which consent will not be unreasonably withheld, delayed or conditioned. The Members’ Representative will have the authority, at the Members’ expense, to represent the interests of the Company, its Subsidiaries and the Members and will have control of the defense, compromise or other resolution of any Tax Contest to the extent such Tax Contest involves Tax Returns (or information Tax Returns) related to income Taxes or Taxes in the nature of Taxes on net income for taxable periods of the Company or its Subsidiaries ending on or before the Closing Date; provided, however, that Purchaser will be entitled to participate in such Tax Contest at its own expense and the Members’ Representative will not settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to materially affect the Tax liability of the Company, its Subsidiaries or Purchaser for any taxable period (or portion thereof) occurring after the Closing Date without the writ...
Sample 1See All (4)
AutoNDA by SimpleDocs
Tax Audits and Contests. Purchaser shall cause the Target to the extent legally possible to inform Sellers (via Sellers’ Representative) in a timely manner of all tax assessments and notices of tax audits or other proceedings which may give raise to a claim of Purchaser under Section 14.2. In particular, the Purchaser shall cause the Target to notify the Sellers (via Sellers’ Representative) without undue delay (but in no event later than fourteen (14) Business Days) of any tax audit relating to periods (for Tax purposes) ending on or before the Effective Date after the Purchaser or the Target have received the relevant information from the tax authority in writing. Purchaser shall cause the Target to the extent legally possible to provide Seller (via Sellers’ Representative) without undue delay (but in no event later than fourteen (14) Business Days) with all relevant documents and other information reasonably and expressly requested and required by Sellers to evaluate the tax assessments or tax audits and the potential liability of Sellers in connection therewith. If and to the extent that tax audits of the Target relate to Taxes for which the Sellers may be liable under Section 14.2, Sellers shall be given at their request the opportunity to participate, at the Sellers’ expense, in such tax audits and to comment or discuss with Purchaser any and all issues in relation to such tax audits and to propose measures to take or to omit in connection with such tax audit. The Purchaser shall cause the Target to the extent legally possible to carefully consider any such proposal of Sellers’ counsel, accountant or auditor and not to unreasonably reject such proposal.
Sample 1
Tax Audits and Contests. Parent shall give written notice to the Securityholders’ Representative of the receipt of any written notice received by the Company, Parent or any of Parent’s Affiliates which involves the assertion of any claim, or the commencement of any action, in respect of which an indemnity may be sought by the Parent pursuant to Article VIII (a “Tax Claim”); provided, that failure to comply with this provision does not affect Parent right to indemnification hereunder unless the Securityholders are materially prejudiced by such failure. Parent shall control the contest or resolution of any Tax Claim; provided, however, that Parent shall obtain the prior written consent of the Securityholders’ Representative (which consent may not be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that the Securityholders’ Representative may participate in the defense of such claim and employ counsel of its choice for such purpose. The Company Securityholders shall solely bear the fees and expenses of such separate counsel.
Sample 1
Tax Audits and Contests. (a) Purchaser shall keep Sellers fully informed regarding the commencement of any audit or other proceeding which may give rise to a claim under Section 9.1 above. In particular, Sellers shall be notified by Purchaser of any Tax audit relating to time periods ending on or before the Closing Date without undue delay, however, in any case no later than 10 Business Days after receipt of the relevant information from the Tax authority, but at least 10 Business Days prior to the beginning of such tax audit, after Purchaser or the relevant Company has received the relevant information from the Tax authority, and Purchaser shall, and shall procure that the Companies will, forward to Sellers copies of any correspondence of and with the Tax authorities regarding a Tax against which the Sellers may be obliged to indemnify the Purchaser. Each notification shall be in writing. However, for the avoidance of doubt, the failure of Purchaser to give such notices shall relieve Sellers of their obligations to indemnify Purchaser according to this Section 9 only if and to the extent that the non-compliance of Purchaser with its obligation to give such notices increases the amount of the indemnifyable Taxes according to Section 9.1, whereas Sellers shall bear the burden of proof that the amount of the indemnifyable Taxes is increased by such non-compliance of Purchaser.
Sample 1
Tax Audits and Contests. The Purchaser shall promptly notify the Seller Representative in writing upon the receipt by the Purchaser, the Company of notice of any audit or any court or administrative Litigation relating to the liability of the Company for Taxes for any period described in Sections 6.3(a) or 6.3(b). The Sellers shall have the right, at their own expense and through counsel of their choosing, to participate in any audit or Litigation relating to a Pre-Closing Tax Period or Straddle Period, and the Sellers shall have the right, at their own expense and through counsel of their choosing reasonably acceptable to the Purchaser, to control any such audit or Litigation that relates to a Pre-Closing Tax Period (including any portion of a Straddle Period that relates to periods prior to the Closing Date). The Purchaser shall have the right, at its own expense, to participate in any audit or Litigation that is controlled by the Sellers, and the Purchaser shall have the right to control any audit or Litigation that is not controlled by the Sellers. The Purchaser shall not agree to settle or cause or permit the Company to settle any audit or Litigation which has the effect of imposing additional Tax liability on the Company with respect to any Pre-Closing Tax Periods or the portion of any Straddle Period that ends on the Closing Date without the advance written consent of the Seller Representative (which consent will not be denied, delayed or conditioned unreasonably). In the event of conflict between the provisions of this Section 6.3(c) and the provisions of Section 8.3 with respect to any potential Liability for Taxes, the provisions of this Section 6.3(c) shall control.
Sample 1
Tax Audits and Contests. (i) Purchaser shall, or shall cause the Company, to promptly notify Seller of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to the Pre-Closing Tax Period for which Seller may be liable under this Agreement (such inquiry, claim, assessment, audit or similar event, a “Tax Contest”); provided, however, that the failure of Purchaser to promptly notify Seller of any such Tax Contest shall not forfeit Purchaser’s right to indemnity except to the extent that Seller is prejudiced as a result of the failure or delay in giving such notice. Seller shall have the authority to represent the interests of the Company and shall have control of the defense, compromise or other resolution of any Tax Contest relating to a Pre-Closing Tax Period, not involving any Straddle Period; provided, however, that Purchaser shall be entitled to participate in such Tax Contest at its own expense and Seller shall not settle, compromise and/or concede any portion of such Tax Contest that could reasonably be expected to affect the Tax liability of the Company, its Subsidiaries or Purchaser for any Post-Closing Tax Period or adversely affect the Tax attributes of the Company or its Subsidiaries without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned.
Sample 1
Tax Audits and Contests. (i) After the Closing, unless Buyer has previously received written notice from Stockholder, Buyer shall promptly notify the Stockholder in writing within ten (10) Business Days of receipt of any demand, claim or notice of the commencement of an audit or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to any Acquired Company, the Purchased Assets or the Business relating to Taxes (“Contest”) that are or may be the Seller Parties’ responsibility under this Agreement (“Seller Contest”) received by any Buyer Party, any Acquired Company or any Affiliate of any of the foregoing, but failure to give such notice shall not relieve the Seller Parties of any liability hereunder except to the extent, if any, that the rights of Seller Parties with respect to such claim are actually prejudiced. Unless the Stockholder has previously received written notice from Buyer, Stockholder shall promptly notify Buyer of the existence of any Seller Contest within ten (10) Business Days from the receipt by Seller Parties of any written notice of such Seller Contest. The notices described in this paragraph shall contain factual information (to the extent known) describing the asserted Tax liability and shall include copies of the relevant portion of any notice or other document received from any Governmental Authority or any other Person in respect of any such asserted Tax liability.
Sample 1
AutoNDA by SimpleDocs

Related to Tax Audits and Contests

  • Tax Audits (a) Seller shall, at its election, have the sole right to represent the interests of the Transfer Group Companies in any audit or administrative or court proceeding relating to Taxes for taxable periods of the Transfer Group Companies which end on or before the Closing Date and to employ counsel of its choice at its expense; provided that Seller does not dispute its obligation to indemnify Purchaser for the asserted liability. Purchaser agrees that it will cooperate fully, and shall cause the Transfer Group Companies to cooperate fully, with Seller and its counsel in the defense against or compromise of any claim in any said proceeding. Seller shall provide Purchaser with reasonable access to its records and personnel relating to any such proceeding. Seller shall have the right to settle or dispose of any claim in any said proceeding; provided that Seller shall consult with Purchaser regarding any such proceeding and shall allow Purchaser to participate in any such proceeding; provided, further, that no settlement or disposition of any claim for Tax which would adversely affect any Transfer Group Company in any taxable period ending after the Closing Date in any manner or to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments and the reduction of loss or credit carryovers) shall be agreed to without Purchaser's prior written consent (which consent shall not be unreasonably withheld). Notwithstanding anything to the contrary herein, Seller shall not be required to consult with Purchaser or seek Purchaser's consent to settle any tax proceeding which relates to items reported on a Tax Return of the type described in Section 10.2(a)(i), provided that Seller indemnifies Purchaser for any material adverse effects of any such settlement.

  • Tax Contests Purchaser shall inform Seller of the commencement of any audit, examination or proceeding relating in whole or in part to Taxes for which Seller is responsible to indemnify any Purchaser Indemnified Party pursuant to this Agreement. With respect to any such Tax, Seller will have the right, at its sole cost and expense, to control (in the case of a Pre-Calculation Date Tax Period) or participate in (in the case of a Straddle Period) the prosecution, settlement or compromise of any proceeding involving the Tax, provided that Seller shall have promptly notified Purchaser in writing of its intention to control or participate in such Tax Contest. Purchaser will (and will cause the Acquired Entity to) take such action in connection with any such proceeding that Seller reasonably requests, including the selection of counsel and experts and the execution of powers of attorney. Purchaser will (and will cause the Acquired Entity to) inform Seller promptly, and send Seller copies promptly upon receipt, of any notice of an audit, examination, claim or assessment for any Tax for which Seller is responsible and keep Seller informed of progress in the proceedings and allow Seller to attend any meetings and scheduled calls with the Governmental Authorities to the extent Seller is not controlling the proceedings. Purchaser shall not settle, consent to the entry of a judgment of or compromise any audit, examination or proceeding relating to Taxes for which it is entitled to indemnification hereunder without the prior written consent (which consent shall not be unreasonably withheld or delayed) of Seller. To the extent that there is an inconsistently between Section 11.06 and this Section 9.03 as it relates to a Tax Contest, the provisions of Section 9.03 shall govern.

  • Tax Proceedings If any taxing authority conducts any audit or investigation of Target Tax Returns relating to Target Pre-Closing Tax Period, Acquiror shall notify the Stockholder's Agent of such audit or investigation, and the Stockholders' Agent may, by written notice to Acquiror, assume control of such audit or investigation and provide any responses required in connection therewith. If Stockholder's Agent assumes control of such audit or investigation: (1) Acquiror shall cause to be executed any powers of attorney or other documents necessary to enable Stockholders' Agent to control the audit or investigation, (2) Stockholders' Agent shall timely provide Acquiror with copies of all correspondence related to the audit or investigation and shall allow Acquiror to attend all meetings and participate in all telephone conferences with taxing authorities, (3) Stockholders' Agent shall consult with Acquiror and not unreasonably reject Acquiror's advice regarding the handling of the audit or investigation, (4) Acquiror (on behalf of the Surviving Corporation) shall not deny any request by the applicable taxing authority to extend the statute of limitations if, in the Stockholders' Agent's reasonable judgment, the denial would materially prejudice the Stockholders' Agent's ability to defend any claims related to the audit or investigation and (5) the Stockholders' Agent shall not settle any audit or investigation without the prior written consent of Acquiror, which consent may not be unreasonably withheld or delayed. In no event shall Acquiror and, after the Closing Date, the Surviving Corporation, settle any audit or investigation relating to any period or portion thereof that ends on or before the Closing Date in a manner which would adversely affect Target stockholders without the prior written consent of the Stockholders' Agent, which consent may not be unreasonably withheld or delayed.

  • AUDITS AND INVESTIGATIONS 27.1 Each invoice paid by UNDP shall be subject to a post-payment audit by auditors, whether internal or external, of UNDP or by other authorized and qualified agents of UNDP at any time during the term of the Contract and for a period of three (3) years following the expiration or prior termination of the Contract.

  • Audits and Records 7.5.1 The Contractor agrees that the representatives of the Office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Contractor related to the performance under this Contract. The Contractor shall retain all such records for a period of three (3) years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer. The Contractor agrees to refund to the City any overpayments disclosed by any such audit.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Permitted Contests Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Section 12.1, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner as in this Section provided), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five (5) days of the same. Lessor agrees to join in any such proceedings if the same be required legally to prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability or loss for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such liabilities, losses, costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this Section and diligently to prosecute any contest of the same, Lessor may, upon ten (10) days’ advance Notice to Lessee, and Lessee’s failure to correct the same within such ten (10) day period, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims.

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • COMPLAINTS AND INVESTIGATIONS 1. This article applies to complaints or allegations made externally and not from normal supervisory activities.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

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