Audits and Proceedings Sample Clauses

Audits and Proceedings. (a) If a Payee Party or any of its Subsidiaries receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is expected to be indemnified pursuant to this Agreement, the Payee Party shall promptly deliver such Tax Notice to the Paying Party but in any event within ten (10) days (or such shorter period as may be necessary to permit the Paying Party to timely consider and respond to such Tax Notice) of the receipt of such Tax Notice; provided, however, that the failure of the Payee Party to provide the Tax Notice to the Paying Party shall not affect the indemnification rights of the Payee Party pursuant to this Agreement, except to the extent that the Paying Party is prejudiced by the Payee Party’s failure to deliver such Tax Notice. Subject to Section 6.2(c) below, the Paying Party shall have the right to (i) handle, defend, conduct and control, at its own expense (including, for the avoidance of doubt, by funding any payments required to be made to a Taxing Authority in order to conduct a Tax Proceeding in a manner of its choosing), any aspect of any Tax Proceeding to the extent that it relates solely to Taxes for which it is responsible pursuant to this Agreement, and (ii) compromise or settle any such aspect of such Tax Proceeding. The Paying Party shall (A) keep the Payee Party informed in a timely manner of all actions proposed to be taken by the Paying Party with respect to a Tax Proceeding it controls, (B) permit the Payee Party to participate in all proceedings with respect to such Tax Proceeding, (C) not settle any such Tax Proceeding without the prior written consent of the Payee Party, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed and (D) use reasonable best efforts to ensure that the manner defense, conduct, control, of any Tax Proceeding does not create material business disruptions for the Payee Party or any Affiliate (for example, by contesting a Tax prior to payment in a manner that prevents the Payee Party from receiving tax clearance certificates or other documentation from an applicable Taxing Authority that are necessary to conduct its operations or avoid the imposition or collection of material Taxes on an ongoing basis). Any Tax liability resulting from a Final Determination shall be considered an adjustment for purposes of Secti...
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Audits and Proceedings. (a) If after the Closing Date, an Indemnified Party or any of its Affiliates receives any notice, letter, correspondence, claim or decree from any Tax Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it is indemnified pursuant to Sections 2.3 or 2.4, the Indemnified Party shall deliver such Tax Notice to the Indemnifying Party within ten (10) days of the receipt of such Tax Notice; provided, however, that the failure of the Indemnified Party to provide the Tax Notice to the Indemnifying Party shall not affect the indemnification rights of the Indemnified Party pursuant to Sections 2.3 or 2.4, except to the extent that the Indemnifying Party is prejudiced by the Indemnified Party’s failure to deliver such Tax Notice. Subject to Section 4.3(b) below, the Indemnifying Party shall have the right to (i) handle, defend, conduct and control, at its own expense, any Tax audit or other proceeding that relates to such Tax Notice and (ii) compromise or settle any such Tax audit or other proceeding that it has the authority to control pursuant to this Section 4.3(a) subject, in the case of a compromise or settlement that could materially adversely affect the Indemnified Party, to the Indemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.
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Audits and Proceedings. (a) Notwithstanding any other provision hereof, if after the Closing Date, an Indemnified Party or any of its affiliates receives any notice, letter, correspondence or claim from any Taxing Authority (a “Tax Notice”) and, upon receipt of such Tax Notice, believes it has suffered or potentially could suffer any Tax liability for which it may be indemnified pursuant to Section 2.01, the Indemnified Party shall promptly deliver such Tax Notice to the Indemnifying Party or Indemnifying Parties; provided, the failure of the Indemnified Party to deliver the Tax Notice to an Indemnifying Party shall not affect the indemnification rights of the Indemnified Party pursuant to Section 2.01, except to the extent that such Indemnifying Party is materially prejudiced by the Indemnified Party’s failure to deliver such Tax Notice.
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Audits and Proceedings. WebMD shall have sole control of any audits or other proceedings conducted by the IRS or any judicial proceeding, with respect to the Consolidated Federal Tax Liabilities of the WebMD Group. WebMD shall give Health notice of, and shall consult with Health in good faith with respect to, any issues relating to items of income, gain, loss, deduction, credit or other tax attribute of any member of the Health Subgroup (any such items, “Health Subgroup Return Items”). Health may, at its sole expense, participate in such audits or proceedings solely with respect to Health Subgroup Return Items to the extent that WebMD, in its sole discretion, shall deem appropriate. For the avoidance of doubt, with respect to an audit or proceeding conducted by the IRS, WebMD shall have the right, in its sole discretion, to pay any disputed taxes and sxx for a refund in the forum of its choice. The terms of settlement of any issues relating to such proceeding shall be in the sole discretion of WebMD, and each member of the Health Subgroup hereby appoints WebMD as its agent for the purpose of proposing and concluding any such settlement.
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Audits and Proceedings. HLTH shall have sole control of any audits or other proceedings conducted by the IRS or any judicial proceeding, with respect to the Consolidated Federal Tax Liabilities of the HLTH Group. HLTH shall give WebMD notice of, and shall consult with WebMD in good faith with respect to, any issues relating to items of income, gain, loss, deduction, credit or other tax attribute of any member of the WebMD Subgroup (any such items, “WebMD Subgroup Return Items”). WebMD may, at its sole expense, participate in such audits or proceedings solely with respect to WebMD Subgroup Return Items to the extent that HLTH, in its sole discretion, shall deem appropriate. For the avoidance of doubt, with respect to an audit or proceeding conducted by the IRS, HLTH shall have the right, in its sole discretion, to pay any disputed taxes and xxx for a refund in the forum of its choice. The terms of settlement of any issues relating to such proceeding shall be in the sole discretion of HLTH, and each member of the WebMD Subgroup hereby appoints HLTH as its agent for the purpose of proposing and concluding any such settlement.
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Audits and Proceedings. Emdeon shall have sole control of any audits or other proceedings conducted by the IRS or any judicial proceeding, with respect to the Consolidated Federal Tax Liabilities of the Emdeon Group. Emdeon shall give Health notice of, and shall consult with Health in good faith with respect to, any issues relating to items of income, gain, loss, deduction, credit or other tax attribute of any member of the Health Subgroup (any such items, “Health Subgroup Return Items”). Health may, at its sole expense, participate in such audits or proceedings solely with respect to Health Subgroup Return Items to the extent that Emdeon, in its sole discretion, shall deem appropriate. For the avoidance of doubt, with respect to an audit or proceeding conducted by the IRS, Emdeon shall have the right, in its sole discretion, to pay any disputed taxes and sxx for a refund in the forum of its choice. The terms of settlement of any issues relating to such proceeding shall be in the sole discretion of Emdeon, and each member of the Health Subgroup hereby appoints Emdeon as its agent for the purpose of proposing and concluding any such settlement.
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Audits and Proceedings. There are no pending or, to the best knowledge of Seller or Non-Wholly Owned Companies, except for those in Egypt and Greece, in any event to the extent relating to the Operations, threatened proceedings for the assessment or collection of Taxes against Seller or any such Non-Wholly Owned Company, except for those in Egypt and Greece, and there are no liens for Taxation on any of the assets of a Non-Wholly Company, except for those in Egypt and Greece or Seller.
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Audits and Proceedings. With respect to each Company Benefit Plan, (i) no audits, proceedings, Claims or demands are pending or, to the Knowledge of the Company, threatened by, any Governmental Authority, including the IRS and the Department of Labor, (ii) no Claims (other than routine claims for benefits) are pending or have been asserted against any Company Benefit Plan, the trustee or fiduciary of such plan or the Company with respect to such plan in the past six (6) years and, to the Knowledge of the Company, there is no reasonable basis for any such Claim, and (iii) all reports, returns and similar documents required to be filed with any Governmental Authority have been duly and timely filed in all material respects.
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Related to Audits and Proceedings

  • Suits and Proceedings To Seller’s Knowledge, except as listed in Exhibit H, there are no legal actions, suits or similar proceedings pending and served, or threatened in writing against Seller or the Property which (i) are not adequately covered by existing insurance and (ii) if adversely determined, would materially and adversely affect the value of the Property, the continued operations thereof, or Seller’s ability to consummate the transactions contemplated hereby.

  • Actions and Proceedings Lender has the right to appear in and defend any action or proceeding brought with respect to the Property and to bring any action or proceeding, in the name and on behalf of Borrower, which Lender, in its discretion, decides should be brought to protect its interest in the Property.

  • Actions, Suits and Proceedings There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting any Group Member that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or that involve this Agreement or the Transactions.

  • Acts and Proceedings This Agreement has been duly authorized by all necessary action on the part of the Investor, has been duly executed and delivered by the Investor, and is a valid and binding agreement of the Investor.

  • Litigation and Proceedings There are no actions, suits, -------------------------- proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Company has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality, or any circumstance which after reasonable investigation would result in the discovery of such default.

  • Investigations and Proceedings The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or any judicial proceeding with respect to each party’s activities under this Agreement and promptly to notify the other party of any such investigation or proceeding.

  • Claims and Proceedings 13 3.17 Taxes........................................................... 14 3.18 Personnel....................................................... 14 3.19

  • Litigation; Proceedings Except as specifically disclosed in the Disclosure Materials, there is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries or any of their respective properties before or by any court, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any Transaction Document or the Securities or (ii) could, individually or in the aggregate, have or result in a Material Adverse Effect.

  • Judgment and Proceedings (1) The entry of any judgment or decree against Servicer or any of its respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against Servicer and its Subsidiaries exceeds $1,000,000, (2) the institution of any litigation, arbitration proceeding or governmental proceeding against Servicer that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (3) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against Seller.

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