Audits and Adjustments. Merchant agrees that Bank may audit all Transaction calculations and that Merchant Bank shall have the right, without notice, to make withdrawals, deposits, or other adjustments to or from the Settlement Account for any deficiencies or overages.
Audits and Adjustments. (a) If Crown or Constar receives in writing from the IRS or any other taxing authority notice of an Adjustment that may give rise to a payment from the other Party under this Agreement or otherwise affect the other Party’s Taxes, Crown or Constar, as the case may be, shall give written notice of the Adjustment to the other Party within 30 days of becoming aware of the Adjustment but in no case later than 10 days before Crown or Constar, as the case may be, is required to respond to the IRS or other taxing authority, provided that failure to give such timely notice shall not relieve the Party entitled to such notification of its obligations hereunder except to the extent actually prejudiced thereby. The Party primarily liable for any Tax Liability with respect to the Adjustment under Article III (the “Primary Party”) at its own expense shall have control over all matters relating to the Adjustment that may give rise to a payment obligation by the Primary Party, provided, however, that the other Party (the “Non-Primary Party”) may settle, partially settle, or otherwise resolve any controversy involving the Non-Primary Party’s Taxes to which the particular Adjustment relates, so long as the Non-Primary Party does not settle, partially settle, or otherwise resolve the controversy in a manner inconsistent with the Primary Party’s position, without the prior written consent of the Primary Party, which consent shall not be unreasonably withheld.
(b) Constar agrees reasonably to cooperate with Crown in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Crown Group.
(c) Crown agrees reasonably to cooperate with Constar in the negotiation, settlement, or litigation of any liability for Taxes of any member of the Constar Group.
(d) Crown will promptly notify Constar in writing of any Adjustment involving a change in the tax basis of any asset of Constar or any change in any Tax attribute of Constar, specifying the nature of the change so that the Constar Group will be able to reflect the revised basis or attribute in its tax books and records for periods beginning on or after the Effective Date.
Audits and Adjustments. Xxxxxxxx agrees that Processor and Member Bank may audit all Transaction calculations and that Processor and Member Bank shall have the right, without notice, to make withdrawals, deposits, or other adjustments to or from the Settlement Account for any deficiencies or overages.
Audits and Adjustments. (a) Except as provided for in Section 3.3, ATI shall have full control over and absolute discretion with respect to all matters relating to any Tax Return covered by Section 2.1, Section 2.2 or Section 2.4.
(b) SPINCO shall have full control over and absolute discretion with respect to all Tax Returns covered by Section 2.3.
(c) SPINCO agrees to cooperate with ATI in the negotiation, settlement, and litigation of or other proceeding regarding any liability for or refund of Taxes of any member paid or payable by the ATI Consolidated Group.
(d) ATI agrees to cooperate with SPINCO in the negotiation, settlement, and litigation of or other proceeding regarding any liability for Taxes paid or payable by any member of the SPINCO Group.
(e) ATI will promptly notify SPINCO in writing of any Adjustment involving a change in the tax basis of any asset of SPINCO, specifying the nature of the change so that the SPINCO Group will be able to reflect the revised basis in its tax books and records for periods beginning on or after the Effective Date.
(f) In the event of a conflict between the operation of this Section 3.2 and Articles VI, VII, or VIII, those Articles will take precedence over this Section 3.2.
Audits and Adjustments. With respect to the Transferred Policies, each Transferee agrees that it will reimburse the applicable Transferor under this Agreement for any additional premiums or other amounts owing to any Third Party as a result of any audit or similar procedure by a Third Party, to the extent that such additional premiums or amounts owing relate to Transferee or any of its subsidiaries during the period Transferee or such subsidiaries were covered by the relevant insurance policy.
Audits and Adjustments. Utility Contractor shall maintain and retain for such time as ATCLLC may reasonably direct, but not for longer than six years, the books and other records needed to document the costs Utility Contractor incurs as a result of fulfilling its obligations under this Agreement. Utility Contractor shall respond to any reasonable request from ATCLLC for information related to a cost charged by Utility Contractor to ATCLLC by providing ATCLLC the information reasonably needed by ATCLLC to verify the cost in question. From time to time, ATCLLC may conduct, and Utility Contractor shall permit ATCLLC to conduct or cause to be conducted by its authorized agents, at ATCLLC's expense, audits of the books and records of Utility Contractor that relate to the Services provided under this Agreement. Such audits will be conducted at reasonable, mutually agreed upon times, provided that ATCLLC must contest invoices within one year of receipt and must complete any audit relating to a contested invoice within a reasonable period of time thereafter. Any adjustment identified to be made as a result of an audit and that is payable under Section 5 of Schedule 1 shall be made to the billing statement next issued following the conclusion of the audit.
Audits and Adjustments. (a) Whenever a Distributing Affiliate or Controlled Affiliate receives in writing from the IRS or any other Taxing Authority notice of an Adjustment that may give rise to a payment from the other party under this Agreement or otherwise affect the other party’s Taxes, Distributing or Controlled, as the case may be, shall give written notice of the Adjustment to the other party in accordance with the terms of Article VIII. The audit shall be controlled and settled pursuant to the terms of that article.
(b) Controlled agrees to cooperate reasonably, and shall cause each Controlled Affiliate to cooperate reasonably, with Distributing in the negotiation, settlement, or litigation of any liability for Taxes of any Distributing Affiliate.
(c) Distributing agrees to cooperate reasonably, and shall cause each Distributing Affiliate to cooperate reasonably, with Controlled in the negotiation, settlement, or litigation of any liability for Taxes of any Controlled Affiliate.
(d) Distributing will reasonably promptly notify Controlled in writing of any Adjustment involving a change in the tax basis of any asset of any Controlled Affiliate, specifying the nature of the change so that such Controlled Affiliate will be able to reflect the revised basis on its tax books and records for periods beginning on or after the Distribution Date.
Audits and Adjustments. Each Party shall have the right (at its own cost), upon no less than thirty (30) days advance written notice and at such reasonable times and intervals and to such reasonable extent as the investigating Party shall request, not more than once during any Contract Year, to have the books and records of the other Party and its Affiliates to the extent relating to this Agreement for the preceding two (2) years audited by an independent "Big Four" (or equivalent) accounting firm of its choosing under reasonable appropriate confidentiality provisions, for the sole purpose of verifying the accuracy of all financial, accounting and numerical information and calculations provided, and payments made, under this Agreement; provided that no period may be subjected to audit more than one (1) time unless a material discrepancy is found in any such audit of such period, in which case additional audits of such period may be conducted until no material discrepancies are found.
Audits and Adjustments. MSG agrees that it will reimburse Cablevision under this Agreement for any additional premiums or other amounts owing to any third party as a result of any audit or similar procedure by a third party, to the extent that such additional premiums or amounts owing relate to MSG or any of its subsidiaries during the period MSG or such subsidiaries were covered by the relevant insurance policy.
Audits and Adjustments. Spinco agrees that it will reimburse MSG Networks under this Agreement for any additional premiums or other amounts owing to any third party as a result of any audit or similar procedure by a third party, to the extent that such additional premiums or amounts owing relate to Spinco or any of its subsidiaries during the period Spinco or such subsidiaries were covered by the relevant insurance policy.
