Audits; Examinations Sample Clauses

Audits; Examinations. Except as set forth on Section 4.8(f) of the Disclosure Letter: (i) no foreign, federal, state or local tax audits or administrative or judicial Tax Proceedings are pending or, to Seller’s Knowledge, proposed with respect to any Banner Company; (ii) since December 31, 2009, no Banner Company has received from any Taxing Authority any written (A) notice or communication indicating intent to open an audit or other review, or (B) notice or communication of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Taxing Authority against it; (iii) none of the Banner Companies has waived any statute of limitations for the period of assessment or collection of Taxes, or agreed to or requested any extension of time for the period with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired; and (iv) no Banner Company is or has been a party to any “listed transaction,” as defined in Code §6707A(c)(2) and Treasury Regulation §1.6011-4(b)(2).
Sample 1Sample 2
AutoNDA by SimpleDocs
Audits; Examinations a. For the annual Trust audit, prepare appropriate schedules and materials. Provide requested information to the IRPAF and facilitate the audit process. b. For SEC or other regulatory examinations, provide requested information to the Trust to assist the examination process.
Sample 1
Audits; Examinations. (i) Except as otherwise disclosed on Schedule 3.8(c), no GMS Entity has received notice of any ongoing audit or examination of any Tax Return filed by a GMS Entity or the Affiliated Group which could materially adversely affect the Tax liability of the GMS Entities. (ii) Except as otherwise disclosed on Schedule 3.8(c), no GMS Entity presently has in effect any waiver or extension of the statute of limitations in respect of any Tax (or any extension of time with respect to the assessment or collection of any Tax) of the GMS Entities.
Sample 1
Audits; Examinations. Except as set forth on Schedule 3.7: (i) (A) no audit or other examination of Taxes is currently pending with respect to the Affiliated Group or the Company, or to Sellers’ Knowledge, threatened against the Company or the Affiliated Group; and (B) no such audit or examination has been conducted with respect to which there is any outstanding Tax liability of the Company, including the Taxes of any Person for which the Company may be liable under Treasury Regulation §1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract or otherwise; (ii) the Company has not received any written notice of any state, local or foreign income Tax deficiency outstanding, proposed or assessed against or allocable to it; and (iii) as of the Closing Date, no statute of limitations will remain open as a result of its having been waived or extended with respect to the payment or collection of Taxes of the Affiliated Group or the Company.
Sample 1
Audits; Examinations. Except as disclosed on Schedule 3.8(d) (for which any Losses relating to the same shall remain the responsibility of the Sellers pursuant to Article VIII), none of the Companies or the Sellers have received notice of an audit, ruling request, request for information or other examination of Taxes with respect to any Company, and to Sellers’ Knowledge no audit, ruling request, request for information or other examination of Taxes is threatened with respect to any Company, which would affect the Tax liability of any of the Companies; and no such audit or examination has been conducted with respect to which there is any outstanding Tax liability; (i) None of the Companies, the Sellers or an Affiliate has received any written notice of any proposed adjustments, deficiency or assessment with respect to Taxes relating to any of the Companies which as of the date hereof remain unpaid; and (ii) None of the Companies, the Sellers or an Affiliate has received any written notice of an adjustment from a federal tax authority relating to any of the Companies which has not been reported or disclosed to state and local tax authorities if so required by Law; and (iii) No taxing authority in which any of the Companies does not file a Tax Return has raised an issue or affected in writing it’s taxing jurisdiction over such Company; and (iv) As of the Closing Date, no statute of limitations will have been waived or extended with respect to the payment or collection of Taxes of any of the Companies.
Sample 1
Audits; Examinations. (i) No material non-U.S., federal, state or local tax audits, or administrative or judicial Tax Proceedings are pending or, to the Company’s Knowledge, proposed in writing with respect to the Company; (ii) The Company has not received from any Taxing Authority any written (A) notice or communication indicating intent to open an audit or other review, or (B) notice or communication of deficiency or proposed adjustment for any amount of Tax proposed, asserted or assessed by any Taxing Authority against it; (iii) The Company has not waived any statute of limitations for the period of assessment or collection of Taxes, or agreed to or requested any extension of time for the period with respect to a Tax assessment or deficiency, which period (after giving effect to such extension or waiver) has not yet expired; and (iv) The Company has not (A) taken a reporting position on a Tax Return that, if not sustained, could be reasonably likely to give rise to a penalty for substantial understatement of federal income Tax under Code § 6662 (or any similar provision of state, local or non-U.S. law), or (B) entered into any transaction identified as a (x) “listed transaction,” within the meaning of Treasury Regulation § 1.6011-4(b)(2), (y) a “transaction of interest,” within the meaning of Treasury Regulation § 1.6011-4(b)(6) or (z) any transaction that is “substantially similar” (within the meaning of Treasury Regulation § 1.6011-4(c)(4)) to a “listed transaction” or “transaction of interest.”
Sample 1
Audits; Examinations i. Except as set forth on Schedule 3.14(d), there is no audit, examination, proposed adjustment, deficiency or assessment now pending or, to Seller’s Knowledge, threatened against either Company with respect to Taxes; ii. Except as set forth on Schedule 3.14(d), there has not been within the past five (5) calendar years, any audit or examination, or any written notice of a potential audit or examination, of any Tax Return filed with respect to either Company; and iii. As of the Closing Date, no statute of limitations will have been waived or extended with respect to the payment or collection of Taxes of the Companies.
Sample 1
AutoNDA by SimpleDocs
Audits; Examinations. None of the Company or the Sellers have received notice of an audit, ruling request, request for information or other examination of Taxes with respect to the Company, and to Sellers’ Knowledge no audit, ruling request, request for information or other examination of Taxes is threatened with respect to the Company, the Sellers or their respective Affiliates which would affect the Tax liability of the Company; and no such audit or examination has been conducted with respect to which there is any outstanding Tax liability; (i) The Company, or the Sellers or an Affiliate has not received any written notice of any proposed adjustments, deficiency or assessment with respect to Taxes relating to the Company; and (ii) The Company, or the Sellers or an Affiliate has not received any written notice of an adjustment from a federal tax authority relating to the Company which has not been reported or disclosed to state and local tax authorities; and (iii) No taxing authority in which the Company does not file a Tax Return has raised an issue or affected in writing it’s taxing jurisdiction over the Company; and (iv) As of the Closing Date, no statute of limitations will have been waived or extended with respect to the payment or collection of Taxes of the Company.
Sample 1

Related to Audits; Examinations

  • Field Examinations On no more than one occasion per every consecutive 24 month period following the most recent field examination date, the Loan Parties will permit, upon reasonable notice, the Administrative Agent to conduct a field examination to ensure the adequacy of Collateral included in any Borrowing Base and related reporting and control systems (with the time of such engagement determined at the discretion of the Administrative Agent, or as requested by the Required Lenders); provided that (I) the Company shall be permitted to instruct the Administrative Agent to conduct a field examination if as of any date the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (II) the Administrative Agent may conduct a field examination at the discretion of the Administrative Agent, or shall conduct a field examination at the request of the Required Lenders if (a) the date of the most recently completed field examination (or the most recently completed update thereof, if applicable) is more than one year old and (b) either (i) Loans have been outstanding within the three months preceding such date or (ii) LC Exposure within the three months preceding such date has been greater than $200,000,000 at any time. Notwithstanding the foregoing, in addition to the field examinations permitted above (A) during any calendar year when Aggregate Availability is at any time less than the greater of (x) an amount equal to 20% of the Loan Cap Minimum then in effect and (y) an amount equal to 20% of the Loan Cap then in effect, one additional field examination shall be permitted at the discretion of the Administrative Agent or the Required Lenders per calendar year and (B) if an Event of Default has occurred and is continuing, there shall be no limitation on the number or frequency of field examinations. For purposes of this Section 5.12, it is understood and agreed that a single field examination may be conducted at multiple relevant sites and involve one or more relevant Loan Parties and their assets. All of the foregoing field examinations shall be at the sole expense of the Loan Parties. Notwithstanding the foregoing, the Lenders shall be permitted to conduct one additional field examination per calendar year at their own cost and expense.

  • Eye Examinations All represented employees, who are health service system members, shall be eligible for one (1) annual VDT examination and prescribed eyewear.

  • Health Examinations The Employer shall provide at no cost to the employee, such medical tests, health examinations and surveillance/monitoring as may be required as a condition of employment and/or as a result of regulated hazards encountered after employment.

  • Physical Examinations Where the Employer requires an employee to take a physical examination, doctor's fees for such examination shall be paid by the Employer. Except prior to commencement of employment and the first four (4) weeks of employment, such examinations shall be taken during the employee's working hours without loss of pay to the employee.

  • Medical Examinations An employee may be required by the Employer, at the request of and at the expense of the Employer, to take a medical examination by a physician of the employee's choice. Employees may be required to take skin tests, x-ray examination, vaccination, inoculation and other immunization (with the exception of a rubella vaccination when the employee is of the opinion that a pregnancy is possible), unless the employee's physician has advised in writing that such a procedure may have an adverse affect on the employee's health.

  • AUDITS AND EXAMINATIONS 8.1. Each Party to this Agreement will be responsible for the accuracy and quality of its data as submitted to the other Party involved. Subject to each Party’s reasonable security requirements and except as may be otherwise specifically provided in this Agreement, either Party, at its own expense, may audit the other Party’s books, records and other documents directly related to billing and invoicing once in any twelve (12) month period for the purpose of evaluating the accuracy of the other Party’s billing and invoicing. "Audit" shall mean a comprehensive review of bills for services performed under this Agreement; "Examination" shall mean an inquiry into a specific element of or process related to bills for services performed under this Agreement. Either party (the “Requesting Party”) may perform one (1) Audit per twelve (12) month period commencing with the Effective Date, with the assistance of the other Party, which will not be unreasonably withheld. The Audit period will include no more than the preceding twelve (12) month period as of the date of the Audit request. The Requesting Party may perform Examinations, as it deems necessary, with the assistance of the other Party, which will not be unreasonably withheld.

  • Tax Examinations The IRS has examined (or is foreclosed from examining by applicable statutes) the federal income tax returns of any of the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009 and the appropriate state Governmental Authority in each state in which the Company’s, the Borrower’s or its Subsidiaries’ predecessors in interest with respect to the Projects were required to file state income tax returns has examined (or is foreclosed from examining by applicable statutes) the state income tax returns of any of such Persons with respect to the Projects for all tax periods prior to and including the taxable year ending December 31, 2009. All deficiencies which have been asserted against such Persons as a result of any federal, state, local or foreign tax examination for each taxable year in respect of which an examination has been conducted have been fully paid or finally settled or are being contested in good faith, and no issue has been raised in any such examination which, by application of similar principles, reasonably can be expected to result in assertion of a material deficiency for any other year not so examined which has not been reserved for in the financial statements of such Persons to the extent, if any, required by GAAP. No such Person has taken any reporting positions for which it does not have a reasonable basis nor anticipates any further material tax liability with respect to the years which have not been closed pursuant to applicable law.

  • Field Examination The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts, Inventory and related working capital matters and of the Borrower’s related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

  • Examinations The Company has not received any notice that any Employee Benefit Plan is currently the subject of an audit, investigation, enforcement action or other similar proceeding conducted by any state or federal agency or authority.

  • Regulatory Examinations The Sub-Advisor will cooperate promptly and fully with the Advisor and/or the Trust in responding to any regulatory or compliance examinations or inspections (including information requests) relating to the Trust, the Fund or the Advisor brought by any governmental or regulatory authorities having appropriate jurisdiction (including, but not limited to, the SEC).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!