Tax Proceedings. The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pu...
Tax Proceedings. Notwithstanding any other provision of this Agreement, Seller or its designee shall have the right to elect to control at its sole expense any Tax Proceeding on behalf of Seller that relates to any (i) Excluded Tax Liabilities or Excluded Tax Assets on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, (ii) Excluded Tax Liabilities on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause the relevant Tax Authority to assert such Excluded Tax Liability on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and that after such efforts the relevant Tax Authority does not do so, or (iii) Excluded Tax Assets on a Tax Return for a Post-Closing Tax Period or Straddle Period, provided that Seller and Purchaser shall use commercially reasonable efforts to cause such Excluded Tax Assets to be reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller and such Excluded Tax Assets are so reflected (each, a “Seller Tax Contest”). Purchaser shall promptly notify Seller in writing upon receiving notice from any Tax Authority of the commencement of any Seller Tax Contest, and Purchaser shall take all actions reasonably necessary (including providing a power of attorney) to enable Seller or its designee to exercise its control rights as set forth in this Section 7.3. In the case of any Seller Tax Contest that Seller elects to control and that reasonably would be expected to give rise to any Tax for any Post-Closing Tax Period, Purchaser may participate at its sole expense in such Seller Tax Contest and Seller or its designee shall not settle or compromise such Seller Tax Contest without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the case of any Seller Tax Contest described in (ii) above (other than any Tax Contest relating to a Tax Return of Seller), Purchaser may participate at its sole expense in such Seller Tax Contest. In the case of any Tax Proceeding described in (iii) above but for which such Excluded Tax Assets are not so reflected on a Tax Return for a Pre-Closing Tax Period or on a Tax Return of Seller, Purchaser or its designee shall control at its sole expense any such Tax Proceeding on behalf of Purchaser and will adhere to any reasonable instructions from Seller with respect thereto. Notwithstanding the foregoing and for the avoidance of doubt, ...
Tax Proceedings. (i) Purchaser shall provide prompt (and in any event no later than five (5) days following such receipt) written notice of any pending or threatened tax audits, examinations, adjustments, deficiencies or assessments relating to the Eligible Transactions, the transfer of 2023 Tax Credits pursuant to this Agreement or the total amount of 2023 Tax Credits (“Tax Proceeding”). The Parties agree that (A) Seller shall have the right to control any Tax Proceeding at Seller’s own expense until a Final Determination, including but not limited to the selection of counsel, participation in any meetings with the IRS, the preparation and submission of any written materials to the IRS, and all other decisions regarding the direction of the defense (including forum and settlement decisions) with respect to the Tax Proceeding; provided, that Purchaser shall be entitled to participate in such Tax Proceeding with counsel of its own choosing (at Purchaser’s sole expense), (B) without Purchaser’s consent (which shall not be unreasonably withheld, conditioned or delayed) Seller shall not settle such Tax Proceeding, and (C) for purposes of any such Tax Proceeding, Purchaser shall execute a Form 2848 or such other form, notice or authorization limited to the Tax Proceeding for Seller and its counsel. Notwithstanding the foregoing, Purchaser shall not settle any tax audit, examination, adjustment, deficiency or assessment that is not a Tax Proceeding without the Seller’s consent (such consent not to be unreasonably withheld, conditioned or delayed) if it is reasonably foreseeable that such settlement could trigger an indemnification obligation by the Seller to the Purchaser.
Tax Proceedings. There are no proceedings pending regarding the reduction of real estate taxes or assessments in respect of the Premises.
Tax Proceedings. Any party that receives written notice of any claim for Taxes or the commencement of any audit, examination, contest, investigation or assessment relating to Taxes (a “Tax Proceeding”) of the Acquired Companies with respect to a Covered Tax shall notify such other party within 10 Business Days of receipt of such notice; provided that the failure to provide such notice shall not relieve the Indemnifying Party from any of its obligations under Article 11 except (and only) to the extent the Indemnifying Party suffers actual prejudice as a result of such failure. Subject to the last sentence of Section 11.04(c), the Equityholders’ Representative shall have the right, at its election, to control the conduct of any Tax Proceeding that relates solely to Covered Taxes; provided that the Equityholders’ Representative shall (A) permit Parent to participate in the resolution of such Tax Proceeding and (B) not settle or otherwise compromise such Tax Proceeding without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent shall have the right to control the conduct of all other Tax Proceedings; provided that in the event that any Tax Proceeding relates to a Straddle Tax Period, Parent shall (1) permit the Equityholders’ Representative to participate in the resolution of such Tax Proceeding and (2) not settle or otherwise compromise such Tax Proceeding without the prior written consent of the Equityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. 107
Tax Proceedings. (i) Buyer shall, upon receipt of notice thereof by Company, notify the Members of any written communication from a Tax authority with respect to any pending Tax Proceeding involving a Pre-Acquisition Tax Liability. Buyer shall include with such notification a copy of the written communication so received by Company.
Tax Proceedings. Further, each Party shall provide to the other reasonable access to the books and records in such Party’s possession in connection with the preparation and filing of Tax Returns of or relating to the Radiancy Group, or the conduct of a Tax Proceeding. Any information or documents provided under this Section 7.1 shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any Proceedings relating to Taxes.
Tax Proceedings. In the event the Partnership or any of its affiliates receives notice (the “Proceeding Notice”) of any examination, claim, adjustment, or other proceeding with respect to the liability of the Companies for Taxes for any period for which KMI is or may be liable under Section 7.1, the Partnership shall notify KMI in writing thereof (the “Partnership Notice”) no later than the earlier of (a) thirty (30) days after the receipt by the Partnership or any of its affiliates of the Proceeding Notice or (b) ten (10) days prior to the deadline for responding to the Proceeding Notice. Such Partnership Notice shall contain factual information describing any asserted liability for Taxes in reasonable detail and shall be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. As to any such Taxes for which KMI is or may be liable under Section 7.1, KMI shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment, or other proceeding, provided (i) KMI notifies the Partnership in writing that it desires to do so no later than the earlier of (1) thirty (30) days after receipt of the Partnership Notice or (2) five (5) days prior to the deadline for responding to the Proceeding Notice, and (ii) KMI may not, without the consent of the Partnership (which consent shall not be unreasonably withheld), agree to any settlement which would result in an increase in the amount of Taxes for which the Partnership or the Companies is or may be liable under Section 7.1. KMI shall be required to pay any Taxes required to be paid in connection with any examination, claim, adjustment or other proceeding, including, without limitation, any prepayment of Tax required to obtain the jurisdiction of a court. The Parties shall cooperate with each other and with their respective affiliates, and shall consult with each other, in the negotiation and settlement of any proceeding described in this Section 7.3. The Partnership will provide, or cause to be provided, to KMI necessary authorizations, including powers of attorney, to control any proceedings which KMI is entitled to control pursuant to this Section 7.3. KMI shall pay to the Partnership the amount of any Tax Losses the Partnership may become entitled to by reason of the provisions of this Article VII within fifteen (15) days after the extent of any Tax liability has been determined by a final judgment or decree of a Court or a final and b...
Tax Proceedings. If, subsequent to the Closing, Parent or the Surviving Corporation receives notice of a Tax Proceeding with respect to any Pre-Closing Taxes, then within fifteen (15) days after receipt of such notice, Parent shall notify the Equityholders Representative of the same and provide the Equityholders Representative with a copy of such notice. Parent shall have the right to control the conduct and resolution of such Tax Proceeding, provided, however, that Parent shall keep the Equityholders Representative reasonably informed of the progress of such Tax Proceeding and the Equityholders Representative shall have the right to participate (at the Equityholders’ expense) in such Tax Proceeding. The Equityholders Representative’s right to participate shall include the right to receive copies of all correspondence from any Governmental Authority relating to such Tax Proceeding, attend meetings and review and comment to Parent on submissions relating to such Tax Proceeding, and Parent shall consider in good faith any reasonable comments provided by the Equityholders Representative. Neither Parent, the Surviving Corporation nor any of their Affiliates shall settle, resolve, concede or otherwise compromise any issue, matter or item arising in such Tax Proceeding relating to any Pre-Closing Taxes without obtaining the Equityholders Representative’s prior written consent thereto, which shall not be unreasonably withheld. In the case of any Tax Proceeding, this Section 6.8(e), and not Article IX, shall control.
Tax Proceedings. In the event that the Buyer or any of its Affiliates, including the Company, receives any oral or written communication regarding any pending or threatened examination, audit, claim, adjustment or other Proceeding with respect to the liability of the Company or the Seller for Taxes for any period for which the Seller is liable under this Agreement (a “Tax Claim”), the Buyer will, within twenty (20) calendar days, notify the Seller in writing thereof (provided, however, that any failure by Buyer to provide timely written notice shall not prejudice Buyer’s entitlement to indemnification so long as Buyer can demonstrate that (i) Seller was aware of such Tax Claim within such notice period or (ii) the failure to provide timely notice has not prejudiced Seller’s ability to contest any such Tax Claim). If the Seller is liable under this Agreement for such Taxes, the Seller will be entitled, at the Seller’s sole expense and with counsel of its own choosing, in accordance with Article IX, above, to control or settle the contest of any Tax Claim. The Seller will keep the Buyer fully and timely informed with respect to the commencement, status and nature of any Tax Claim. The Buyer and its Affiliates, including the Company, will cooperate fully with the Seller in handling any such Tax Claim. The Buyer will provide, or cause to be provided to the Seller or its designee, all necessary authorizations, including powers of attorney, to control any Tax Claim which the Seller is entitled to control in connection with this Section 10.3.
