Audits and Controversies Sample Clauses

Audits and Controversies. (i) All Audits with respect to Taxes for taxable periods ending on or before the Distribution Date shall be under the exclusive control and direction of KCC. (ii) Except as provided in Section 3(d)(iii) of this Agreement, all Audits, with respect to Taxes for a taxable period of an NPI Company which begins after the Distribution Date, shall be under the exclusive control and direction of NPI. (iii) With respect to Straddle Periods: (A) NPI shall notify KCC of any such Audit and shall provide KCC with all material information concerning such Audits as it may affect KCC within thirty (30) days after such information becomes known to NPI; and (B) No proposed resolution between the appropriate Tax authority and NPI of any Audit adjustment relating to such Taxes shall be accepted by NPI unless NPI shall have first notified KCC, in writing, of such proposed resolution if the proposed resolution could affect KCC’s indemnification obligations under this Agreement. KCC shall then have thirty (30) days from the date of receipt of notice to object to the resolution in writing and to provide NPI with any additional support or proof with respect to its portion of such adjustment or be bound by the adjustment as agreed to by NPI. In the event KCC shall so object, and NPI agrees, which agreement shall not be unreasonably withheld, that such additional support and proof is relevant to the Audit adjustment, NPI will use all reasonable efforts to resolve such Audit adjustment with the Tax authority giving due regard to such additional support or proof. (iv) Notwithstanding the foregoing, if the United States taxing authorities assert on Audit of a KCC Tax Return that a Tax is due with respect to the Distribution for which NPI may be obligated to indemnify KCC pursuant to this Agreement, KCC shall notify NPI of any such Audit and shall provide NPI with all material information concerning such Audit as it may affect NPI within thirty (30) days after such information becomes known to KCC. The party that is liable for such Tax with respect to the Distribution and acknowledges such liability in writing shall control the Audit or the Controversy to the extent it relates to such Tax. In the event that neither party acknowledges its liability in writing or in the event that both parties are liable for the aforementioned Tax, KCC shall control the Audit or Controversy; provided however, that KCC shall: (i) take reasonable steps to ensure that NPI is notified of any developments in t...
Sample 1
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Audits and Controversies. (i) From and after the Closing Date, Seller and Acquiror shall give prompt notice to each other of any proposed Audit or adjustment with respect to any Taxes of the Bank for any Tax period ending on or prior to the Closing Date and for any Tax period straddling the Closing Date. Seller shall, at its own expense, exclusively control and direct any Audit or controversy with respect to any Taxes for any Tax period ending on or prior to the Closing Date. Acquiror, however, shall have the right, at its own expense, to participate in any such Audit or controversy to the extent such Audit or controversy would affect the Taxes for which the Bank is liable in accordance with this Agreement, as determined by Acquiror, and Seller shall not consent to any resolution, compromise or conclusion of such Audit or controversy without the written approval of Acquiror, which approval shall not be unreasonably withheld. (ii) Acquiror shall, at its own expense, exclusively control and direct any Audit or controversy with respect to any Taxes attributable to the Bank for any Tax period which ends after the Closing Date. Seller, however, shall have the right, at its own expense, to participate in any such Audit or controversy to the extent such Audit or controversy would affect the Taxes for which Seller is liable in accordance with this Agreement, as determined by Seller, and neither the Acquiror nor the Bank shall consent to any resolution, compromise or conclusion of such Audit or controversy without the written approval of Seller, which approval shall not be unreasonably withheld.
Sample 1

Related to Audits and Controversies

  • 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.

  • Labor Controversies There are no labor controversies pending or, to the best of the Company’s knowledge, threatened against the Company or any Restricted Subsidiary, that could reasonably be expected to have a Material Adverse Effect.

  • Tax Controversies Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.

  • Disputes or Controversies The Executive recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information may be jeopardized. All pleadings, documents, testimony, and records relating to any such adjudication will be maintained in secrecy and will be available for inspection by the Employer, the Executive, and their respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing.

  • Disputes In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares issuable in connection with any exercise, the Company shall promptly deliver to the Holder the number of Warrant Shares that are not disputed.

  • Litigation, Labor Controversies, etc There is no pending or, to the knowledge of the Borrower, threatened litigation, action, proceeding, or labor controversy affecting the Borrower or any of its Subsidiaries, or any of their respective properties, businesses, assets or revenues, which could reasonably be expected to have a Material Adverse Effect, except as disclosed in Item 6.7 ("Litigation") of the Disclosure Schedule.

  • Disagreements Any dispute or other disagreement arising from or out of ------------- this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)).

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Complaints and Disputes 28.1. If the Client wishes to report a complaint, he must send an email to the Company with the completed “Complaints Form” found on the Website. The Company will try to resolve it without undue delay and according to the Company’s Complaints Procedure for Clients. 28.2. If a situation arises which is not expressly covered by this Agreement, the Parties agree to try to resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with market practice. 28.3. The Client’s right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.

  • Contract Disputes The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Supervisor and the County‘s project manager as specified in Article 25. Notices by way of the following process, such matter shall be brought to the attention of the County DPA by way of the following process: i. The Contractor shall submit to the County DPA a written demand for a final decision regarding the disposition of any dispute between the Parties arising under, related to, or involving this Contract, unless the County, on its own initiative, has already rendered such a final decision. ii. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the Contract, the Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the Contract adjustment for which the Contractor believes the County is liable. iii. Pending the final resolution of any dispute arising under, related to, or involving this Contract, the Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of goods and/or provision of services. The Contractor’s failure to diligently proceed shall be considered a material breach of this Contract. Any final decision of the County shall be expressly identified as such, shall be in writing, and shall be signed by the County DPA or his designee. If the County fails to render a decision within 90 days after receipt of the Contractor’s demand, it shall be deemed a final decision adverse to the Contractor’s contentions. The County’s final decision shall be conclusive and binding regarding the dispute unless the Contractor commences action in a court of competent jurisdiction to contest such decision within 90 days following the date of the County’s final decision or one year following the accrual of the cause of action, whichever is later.

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