Xxx Proceedings Sample Clauses

Xxx Proceedings. IX.6.1.With respect to tax returns filed for the Company, the partnership representative, pursuant to Section 6223 of the Code (as effective for such tax returns) (the “Partnership Representative”), shall be designated and, from time to time, replaced by the Board and shall serve in such capacity at the pleasure of the Board. The Partnership Representative shall represent the Company and the Members, at the Company’s expense, in any administrative or judicial proceeding with the Internal Revenue Service. If an administrative proceeding results in the issuance of a final partnership administrative adjustment (“FPAA”), the Partnership Representative shall determine whether the Company shall seek judicial review of such FPAA. If the Partnership Representative determines that the Company shall not seek judicial review, it shall promptly notify all the other Members of this determination. Any amounts paid by the Partnership Representative on behalf of the Company in connection with any administrative or judicial proceeding shall be considered a loan to the Company, and not a contribution to capital. The Partnership Representative shall not be liable to the Company or the Members for any action it takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, the agreement to or failure to agree to a settlement or the extension of, or failure to extend the relevant statutes of limitations, unless such action or failure constitutes willful misconduct, fraud or gross negligence.

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Xxx Proceedings. IX.6.1.With respect to tax returns filed for the Company the partnership representative, pursuant to Section 6223 of the Code3 (as effective for such tax returns) (the “Partnership Representative”), shall be designated and, from time to time, replaced by the Board and shall serve in such capacity at the pleasure of the Board. The initial Partnership Representative shall be [NAME]. The Partnership Representative shall represent the Company and the Members, at the Company’s expense, in any administrative or judicial proceeding with the Internal Revenue Service. If an administrative proceeding results in the issuance of a final partnership administrative adjustment (“FPAA”), the Partnership Representative shall determine whether the Company shall seek judicial review of such FPAA. If the Partnership Representative determines that the Company shall not seek judicial review, he, she or it shall promptly notify all the other Members of this determination. Any amounts paid by the Partnership Representative on behalf of the Company in connection with any administrative or judicial proceeding shall be considered a loan to the Company, and not a contribution to capital. The Partnership Representative shall not be liable to the Company or the Members for any action he, she or it takes or fails to take in connection with any such judicial or administrative proceeding, including, without limitation, the agreement to or failure to agree to a settlement or the extension of, or failure to extend the relevant statutes of limitations, unless such action or failure constitutes willful misconduct, fraud or gross negligence. For tax returns relating to taxable years of the Company beginning on or before December 31, 2017, each Member may, at its own expense, and the Board may, at the Company’s expense, participate in any proceeding relating to such tax return and otherwise pursue whatever rights it may have, to the extent permitted by the Code.

Xxx Proceedings

Related to Xxx Proceedings

Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.
Actions; Proceedings There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Assignment Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will, if determined adversely to the Assignor, materially adversely affect its ability to perform its obligations under this Assignment Agreement.
Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.
Pending Proceedings Borrower is not in default under any law or regulation or under any order of any court, board, commission or agency whatsoever, and there are no claims, actions, suits or proceedings pending or, to the knowledge of Borrower, threatened against or affecting Borrower or the Development, at law or in equity, before or by any court, board, commission or agency whatsoever which might, if determined adversely to Borrower, materially affect Borrower's ability to repay the Loan or impair the security to be given to the County pursuant hereto.
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.
Suits, Actions, Proceedings If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans pursuant to any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the other Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and
Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.
Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.
Other Proceedings If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e), at the direction of the Controlling Class Representative) shall take one or more of the following actions:
Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.