Controversies. If any controversy arises between the Parties to this Agreement, or with any other Party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent’s discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow, except all costs, expenses, charges and reasonable attorney fees incurred by the Escrow Agent due to the interpleader action and which the Company agrees to pay. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.
Controversies. If any controversy arises relating to this Agreement, or with any other party concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold the Escrow Funds (as hereinafter defined) and may wait for settlement of any such controversy by final appropriate legal proceedings or other means, as, in the Escrow Agent's discretion, the Escrow Agent may deem appropriate despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for damages as long as the Escrow Agent acts in good faith and without gross negligence or willful misconduct. The Escrow Agent is authorized to deposit with the clerk of any court the Escrow Funds held hereunder. Upon initiating an interpleader or declaratory judgment or any other action seeking to determine the rights of the parties hereunder and depositing the Escrow Funds, the Escrow Agent shall be fully released and discharged of and from all further obligations and liability imposed by the terms of this Agreement, but not as to acts of the Escrow Agent prior thereto. As used herein, the term "Escrow Funds" means the Escrow Deposit plus all interest, and interest earned on interest, on the Escrow Deposit.
Controversies. Notwithstanding Section 10.4(c), this Section 11.2 shall control any inquiries, assessments, Proceedings or similar events with respect to Taxes. The Buyer shall promptly notify the Representative (a) upon receipt by the Buyer or any Affiliate of the Buyer of any notice of any inquiries, assessments, proceedings or similar events received from any Taxing Authority with respect to Taxes of Holdco or Enginetics for which the Sellers may be required to reimburse the Buyer pursuant to this Agreement or (b) prior to the Buyer, Holdco or Enginetics making any voluntary contact with any Taxing Authority relating to a failure of Holdco or Enginetics to file a Tax Return or pay Taxes for any Pre-Closing Tax Period or Straddle Period (any matter set forth in clause (a) or (b), a “Tax Matter”); provided, however, that the failure to provide such notice with respect to subclause (a) will not affect the Buyer’s right to indemnification under this Section 11.2 except to the extent that the Sellers’ defense of such Tax Matter is demonstrably prejudiced by such failure; provided, further that the failure to provide such notice with respect to subclause (b) will negate the Buyer’s right to indemnification under this Section 11.2 and Section 10.2 with respect to Tax liabilities resulting from the voluntary contact. The Representative may, at the Sellers’ expense, participate in and, upon notice to the Buyer, assume the defense of any such Tax Matter. If the Representative assumes such defense on behalf of the Sellers, then the Representative shall have the authority, with respect to any Tax Matter, to represent the interests of Holdco and Enginetics before the relevant Taxing Authority and the Representative shall have the right to control the defense, compromise or other resolution of any such Tax Matter subject to the limitations contained herein, including responding to inquiries, and contesting, defending against and resolving any assessment for additional Taxes or notice of Tax deficiency or other adjustment of Taxes of, or relating to, such Tax Matter. If the Representative has assumed such defense, then the Representative will be entitled to defend and settle such Tax Matter using the Base Escrow Amount, and the Representative and the Buyer jointly shall instruct the Escrow Agent to release Base Escrow Amount funds held under the Escrow Agreement from time to time for this purpose in accordance with the provisions of this Agreement and the Escrow Agreement. The Buyer...
Controversies. The Purchaser shall promptly notify the Sellers' Representative in writing upon receipt by the Purchaser or any affiliate of the Purchaser (including the Company after the Closing Date) of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes relating to a taxable period ending on or prior to the Closing Date for which the Sellers may be liable under this Agreement (any such inquiry, claim, assessment, audit or similar event, a "TAX MATTER"). The Sellers' Representative, at its sole expense, shall have the authority to represent the interests of the Company with respect to any Tax Matter before the Internal Revenue Service, any other taxing authority, any other governmental agency or authority or any court and shall have the sole right to control the defense, compromise or other resolution of any Tax Matter, including responding to inquiries, filing Tax returns and settling audits; provided, however, that the Sellers' Representative shall not enter into any settlement of or otherwise compromise any Tax Matter that affects or may affect the Tax liability of the Purchaser, the Company or any affiliate of the foregoing for any period ending after the Closing Date, including the portion of a period beginning before the Closing Date and ending after the Closing Date (the "OVERLAP PERIOD") that is after the Closing Date, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. The Sellers' Representative shall keep the Purchaser fully and timely informed with respect to the commencement, status and nature of any Tax Matter. The Sellers' Representative shall, in good faith, allow the Purchaser to make comments to the Sellers' Representative regarding the conduct of or positions taken in any such proceeding. Except as otherwise provided in this Section 9.3, the Purchaser shall have the sole right to control any audit or examination by any taxing authority, initiate any claim for refund or amend any Return, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to, the income, assets or operations of the Company for all tax- able periods; provided, however, that the Purchaser shall not, and shall cause its affiliates (including the Company) not to, enter into any settlement of any contest or otherwise compromise any issue with respect to the portion of the Overlap Period ending on or ...
Controversies. In the event of a controversy arising from the Agreement or Purchase Order, the Licensor, within six (6) months after the claim accrues, must file a written claim with the contracting officer for a determination. The claim shall state all grounds upon which the Licensor asserts a controversy exists. If the Licensor fails to file a claim or files an untimely claim, the Licensor is deemed to have waived its right to assert a claim in any forum. At the time the claim is filed, or within 60 days thereafter, either party may request mediation through the Commonwealth Office of General Counsel Dispute Resolution Program. If the Licensor or the contracting officer requests mediation and the other party agrees, the contracting officer shall promptly make arrangements for mediation. Mediation shall be scheduled so as to not delay the issuance of the final determination beyond the required 120 days after receipt of the claim if mediation is unsuccessful. If mediation is not agreed to or if resolution is not reached through mediation, the contracting officer shall review timely-filed claims and issue a final determination, in writing, regarding the claim. The final determination shall be issued within 120 days of the receipt of the claim, unless extended by consent of the contracting officer and the Licensor. The contracting officer shall send his/her written determination to the Licensor. If the contracting officer fails to issue a final determination within the 120 days (unless extended by consent of the parties), the claim shall be deemed denied. The contracting officer's determination shall be the final order of the purchasing agency. Within 15 days of the mailing date of the determination denying a claim or within 135 days of filing a claim if, no extension is agreed to by the parties, whichever occurs first, the Licensor may file a statement of claim with the Commonwealth Board of Claims. Pending a final judicial resolution of a controversy or claim, the Licensor shall proceed diligently with the performance of the Agreement in a manner consistent with the determination of the contracting officer and the Commonwealth shall compensate the Licensor pursuant to the terms of the Agreement or Purchase Order.
Controversies. If any controversy arises between two or more of the parties hereto, or between any of the parties hereto and any person not a party hereto, as to whether or not or to whom the Escrow Agent shall deliver the Escrow or any portion thereof or as to any other matter arising out of or relating to this Escrow Agreement, the Escrow Agent shall not be required to determine the same and need not make any delivery of the Escrow concerned or any portion thereof but may retain the same until the rights of the parties to the dispute shall have been finally determined by agreement or by final judgment of a court of competent jurisdiction after all appeals have been finally determined (or the time for further appeals has expired without an appeal having been made). The Escrow Agent shall deliver that portion of the Escrow concerned covered by such agreement or final order within five (5) days after the Escrow Agent receives a copy thereof. The Escrow Agent shall assume that no such controversy has arisen unless and until it receives written notice from the Buyer or the Company that such controversy has arisen, which refers specifically to this Agreement and identifies the adverse claimants to the controversy.
Controversies. Except with respect to the payment of Rent hereunder, which shall be subject to the provisions of Section 9.02, in the case a controversy arises between the parties as to any of the requirements of this Agreement or of any individual Lease or the performance thereunder which the parties are unable to resolve, the parties agree to waive the remedy of litigation (except for extraordinary relief in an emergency situation) and agree that such controversy or controversies shall be determined by arbitration as hereafter provided in this Article.
Controversies. Purchaser shall promptly forward to Seller all notifications and other communications from any taxing authority relating to any Tax audit or other proceeding relating to the Tax liability of Seller with respect to the Purchased Assets (with respect to a taxable year or period (or portion thereof) ending on or prior to the Closing Date). The failure of Purchaser to give Seller such written notice shall excuse Seller from its obligations under Section 10.1 hereof with respect to any increased Tax liability directly or indirectly attributable to any such notification or other communication to the extent that the failure to provide such written notice adversely affects the ability of Seller to contest any claim arising from such Tax audit or other proceeding. Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability of Seller for all taxable periods and with respect to the Business and Purchased Assets for all taxable years or periods (or portions thereof) ending on or prior to the Closing Date, and Seller shall be entitled to any Tax refund relating to any such taxable period. Purchaser shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Tax Return, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability for Taxes that are imposed upon or by reference to the Purchased Assets or the conduct of the operation of the Business for all taxable periods (or portions thereof) beginning after the Closing Date; provided, however, that neither Purchaser nor its duly authorized representatives shall, without the prior written consent of Seller, which consent shall not unreasonably be withheld, enter into any settlement of any contest or otherwise compromise any issue that affects or may affect the property (or ad valorem) Tax liability of Seller for any taxable year or period (or portion thereof) ending on or prior to the Closing Date.
Controversies. Except with respect to the payment of Minimum Rent hereunder, in case any controversy shall arise between the parties hereto as to any of the requirements of this Lease or the performance thereof which controversy the parties shall be unable to settle by agreement or as otherwise provided herein, such controversy shall be determined by arbitration to be initiated and conducted as provided in this Article XXXI.
Controversies. If any controversy arises between the Parties to this Agreement concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it. The Escrow Agent may hold all documents and funds and may wait for settlement of any such controversy by final appropriate legal proceedings or other means as, in the Escrow Agent's discretion, the Escrow Agent may require, despite what may be set forth elsewhere in this Agreement. In such event, the Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow Agent may at its option file an action of interpleader requiring the Parties to answer and litigate any claims and rights among themselves. The Escrow Agent is authorized to deposit with the clerk of the court all documents and funds held in escrow. Upon initiating such action, the Escrow Agent shall be fully released and discharged of and from all obligations and liability imposed by the terms of this Agreement.
