VDA Proceeding definition
Examples of VDA Proceeding in a sentence
Distributing shall have the right to control the Tax Proceeding that commenced prior to the date hereof under the Voluntary Disclosure Agreement Program administered by the State of Delaware (the “VDA Proceeding”), provided that Distributing shall consult with Controlled in good faith with respect to the resolution of the VDA Proceeding.
With respect to the prosecution of the Canadian VDA Proceeding, Parent shall (i) keep the Stockholder Representative reasonably informed of all material developments on a timely basis, (ii) consider any reasonable input provided by the Stockholder Representative in good faith and (iii) diligently prosecute the Canadian VDA Proceeding.
Controlled shall cooperate (and shall cause each other member of the Controlled Group to cooperate) fully at such time and to the extent requested by Distributing in connection with the VDA Proceeding.
For the avoidance of doubt, any amounts due to a Taxing Authority pursuant to a VDA Proceeding and any Losses incurred in connection with the VDA Proceeding shall be subject to indemnification by the Stockholder in accordance with Section 8.1(a)(vi); provided, that notwithstanding anything to the contrary in this Agreement, the Stockholder shall not have any indemnification obligation for such Losses in excess of $250,000.
The Purchaser shall have the right to control any process or proceeding (including the amendment, preparation and filing of sales or use Tax Returns and all other Tax Returns as required by the relevant Taxing Authorities) relating to any such VDA Proceeding.
The Seller Representative shall (i) have the right to settle or otherwise resolve any VDA Proceeding with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) and (ii) keep Parent reasonably informed regarding the status and defense of any such proceeding.
Parent shall have (at its sole cost and expense) the right to participate in any such VDA Proceeding.
Notwithstanding anything herein to the contrary, the amendment, preparation and filing of any sales or use Tax Return and any other Tax Returns required to be filed pursuant to a VDA Proceeding, shall be governed by this Section 5.8(h).