Common use of Tax Disputes Clause in Contracts

Tax Disputes. The Parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Parties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Parties of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADP, on the one hand, and Dealer, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties in good faith find acceptable, then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 3 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (CDK Global, Inc.), Tax Matters Agreement (Dealer Services Holdings LLC)

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Tax Disputes. The Parties parties will endeavor, and will cause their respective Affiliates to endeavor, endeavor to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Partiesparties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish provide written notice to the Parties Companies of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties parties and the Parties parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADPEHI, on the one hand, and DealerALC, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties parties in good faith find acceptable, then the dispute will be submitted for arbitration resolved pursuant to the American Arbitrators Association, procedures described in Section 7.11 of the Separation Agreement; provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 3 contracts

Samples: Separation Agreement (Extendicare Real Estate Investment Trust), Separation Agreement (Assisted Living Concepts Inc), Separation Agreement (Assisted Living Concepts Inc)

Tax Disputes. The Parties parties will endeavor, and will cause their respective Affiliates to endeavor, endeavor to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Partiesparties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish provide written notice to the Parties Companies of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties parties and the Parties parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADPEHI, on the one hand, and DealerALC, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties parties in good faith find acceptable, then the dispute will be submitted for arbitration resolved pursuant to the American Arbitrators Associationprocedures described in Section 7.11 of the Separation Agreement, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 2 contracts

Samples: Separation Agreement (Assisted Living Concepts Inc), Separation Agreement (Assisted Living Concepts Inc)

Tax Disputes. The Parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Parties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Parties of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADP, on the one hand, and DealerBroadridge, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties in good faith find acceptable, then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 2 contracts

Samples: Tax Allocation Agreement (Broadridge Financial Solutions, Inc.), Tax Allocation Agreement (Broadridge Financial Solutions, LLC)

Tax Disputes. The Parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Parties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Parties of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADPBelo, on the one hand, and DealerA. H. Belo, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties in good faith find acceptable, then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 2 contracts

Samples: Tax Matters Agreement (A. H. Belo CORP), Tax Matters Agreement (A. H. Belo CORP)

Tax Disputes. The Parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Parties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Parties of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADPNOV, on the one hand, and DealerSpinCo, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties in good faith find acceptable, then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 2 contracts

Samples: Tax Matters Agreement (NOW Inc.), Tax Matters Agreement (NOW Inc.)

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Tax Disputes. The Parties parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Partiesparties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Parties Companies of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties parties and the Parties parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADPNTELOS, on the one hand, and DealerWireline, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties parties in good faith find acceptable, then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 2 contracts

Samples: Tax Matters Agreement (Ntelos Holdings Corp), Matters Agreement (NTELOS Wireline One Inc.)

Tax Disputes. The Parties parties will endeavor, and will cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Partiesparties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Parties Companies of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties parties and the Parties parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADPSprint Nextel, on the one hand, and DealerEmbarq, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties parties in good faith find acceptable, then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 2 contracts

Samples: Tax Sharing Agreement (Embarq CORP), Tax Sharing Agreement (Embarq CORP)

Tax Disputes. The Parties will shall endeavor, and will shall cause their respective Affiliates to endeavor, to resolve in an amicable manner all disputes arising in connection with this Agreement. The Parties shall negotiate in good faith to resolve any Tax Dispute for not less than 45 days. Upon written notice of either Party after 45 days, the matter will be referred to a Tax Advisor acceptable to both Parties. The Tax Advisor may, in its discretion, obtain the services of any third-party necessary to assist it in resolving the dispute. The Tax Advisor shall furnish written notice to the Parties of its resolution of the dispute as soon as practicable, but in any event no later than 45 days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be binding on the Parties and the Parties shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Tax Advisor shall be shared equally by ADPParent, on the one hand, and DealerRB Pharma, on the other hand. If, having determined that the dispute must be referred to a Tax Advisor, after 45 days the Parties are unable to find a Tax Advisor willing to adjudicate the dispute in question and whom the Parties in good faith find acceptable, 20 then the dispute will be submitted for arbitration to the American Arbitrators Association, provided, however, that only an arbitrator that qualifies as a Tax Advisor shall be selected.

Appears in 1 contract

Samples: Matters Agreement (Indivior PLC)

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