Definition of Tax Proceedings


Tax Proceedings means any tax abatement, tax certiorari or similar tax proceedings that have been commenced by Seller with respect to the Property for any tax year.

Examples of Tax Proceedings in a sentence

Onyx shall, and shall cause its Designated Affiliates, the Retained Entities and their respective Subsidiaries to, take all actions reasonably necessary to facilitate New Diamonds and SVs exercise of their rights under this Article IV in respect of the Retained Entities, including preparing and filing Tax Returns, and conducting Tax Proceedings.
Each Party will, and each Party will cause its applicable Affiliates to, cooperate in all reasonable respects with respect to Tax and unclaimed property matters and provide one another with such information as is reasonably requested to enable the requesting Party to complete and file all Tax Returns it may be required to file (or cause to be filed) with respect to the Business, to respond to Tax audits, inquiries or other Tax Proceedings and to otherwise satisfy Tax requirements.
Each Party will, and each Party will cause its applicable Affiliates to, cooperate in all reasonable respects with respect to Tax matters and provide one another with such information as is reasonably requested to enable the requesting Party to complete and file all Tax Returns it may be required to file (or cause to be filed) with respect to any Acquired Company, to respond to Tax audits, inquiries or other Tax Proceedings and to otherwise satisfy Tax requirements.
There are no Proceedings (other than any Tax Proceedings) pending or, to the Knowledge of Seller, threatened in writing, against the Target Entities or, solely with respect to the Business, the Seller Entities, except as would not reasonably be expected to result, individually or in the aggregate, in a Liability in excess of $2,000,000.
Controlled and Distributing shall each cooperate fully (and each shall cause its respective affiliates to cooperate fully) with all reasonable requests from another Party for information and materials not otherwise available to the requesting Party in connection with the preparation and filing of Tax Returns, claims for refund, and Tax Proceedings concerning issues or other matters covered by this Agreement or in connection with the determination of a liability for Taxes or a right to a refund of Taxes.