Audits; Refund Claims Sample Clauses

Audits; Refund Claims. Parent will have exclusive and sole responsibility and control with respect to the conduct of IRS examinations of the returns filed by the Parent Consolidated Group and any refund claims with respect to such returns, including without limitation the right to select counsel, the right to determine the court or other body in which any contest shall be brought, the right to determine whether to contest a proposed deficiency or to pay a tax and xxx for a refund and the right to determine whether and how to appeal any adverse determination. The Subsidiary shall assist and cooperate with Parent during the course of any such proceeding. Parent shall give the Subsidiary notice of and consult with the Subsidiary with respect to any issues relating to items of income, gain, loss, deduction or credit of the Subsidiary (or any other member of the Subsidiary Consolidated Group ) (any such items, “Subsidiary Return Items”). Parent shall not settle or otherwise compromise any Subsidiary Return Item that would result in additional liability for the Subsidiary under this Agreement without the written consent of the Subsidiary, which consent shall not be unreasonably withheld. If the Subsidiary does not respond to Parent’s request for consent within 30 days, the Subsidiary shall be deemed to have consented.
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Audits; Refund Claims. Viacom will have exclusive and sole responsibility and control with respect to the conduct of IRS examinations of the returns filed by the Viacom Consolidated Group and any refund claims with respect thereto. Blockbuster shall assist and cooperate with Viacom during the course of any such proceeding. Viacom shall give Blockbuster notice of and consult with Blockbuster with respect to any issues relating to items of income, gain, loss, deduction or credit of any member of the Blockbuster Consolidated Group (any such items, “Blockbuster Consolidated Return Items”). Viacom shall not settle or otherwise compromise any Blockbuster Consolidated Return Item that would result in additional liability for Blockbuster under this Agreement without the written consent of Blockbuster, which consent shall not be unreasonably withheld. If Blockbuster does not respond to Viacom’s request for consent within 30 days, Blockbuster shall be deemed to have consented. Notwithstanding the foregoing, Viacom shall have the right in its sole discretion to pay any disputed taxes and xxx for a refund in the forum of its choice. In the case of any audit or litigation with respect to a Blockbuster return for a Post-Consolidation Year, Blockbuster shall not settle or otherwise compromise any matter relating to the treatment of any item arising in an Agreement Year or a pre-Agreement Year in a manner which would affect the liability of Viacom to Blockbuster or Blockbuster to Viacom pursuant to Section 4 without the consent of Viacom, which consent shall not be unreasonably withheld.
Sample 1
Audits; Refund Claims. RAI will have exclusive and sole responsibility and control with respect to the conduct of IRS examinations of the returns filed by the RAI Consolidated Group and any refund claims with respect thereto. Atlas America shall assist and cooperate with RAI during the course of any such proceeding. RAI shall give Atlas America notice of and consult with Atlas America with respect to any issues relating to items of income, gain, loss, deduction or credit of any member of the Atlas America Consolidated Group (any such items, "Atlas America Consolidated Return Items"). RAI shall not settle or otherwise compromise any Atlas America Consolidated Return Item that would result in additional liability for Atlas America under the Agreement without the written consent of Atlas America; which consent shall not be unreasonably withheld. If Atlas America does not respond to RAI's request for consent within 30 days, Atlas America shall be deemed to have consented. Notwithstanding the foregoing, RAI shall have the right in its sole discretion to pay any disputed taxes and xxx for a refund in the forum of its choice. In the case of any audit or litigation with respect to an Atlas America return for a Post-Consolidation Year, Atlas America shall not settle or otherwise compromise any matter relating to the treatment of any item arising in an Agreement Year or a pre-Agreement Year in a manner which would affect the liability of RAI to Atlas America or Atlas America to RAI pursuant to Section 4 without the consent of RAI, which consent shall not be unreasonably withheld.
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Audits; Refund Claims. AOL Time Warner will have exclusive and sole responsibility and control with respect to the conduct and settlement of IRS examinations of the returns filed by the AOL Time Warner Consolidated Group and any refund claims with respect thereto; provided, however, that no settlement relating to any matter that would cause a payment obligation for TWC under this Agreement shall be accepted or entered into by AOL Time Warner without the consent of TWC (which consent shall not unreasonably be withheld or delayed). If TWC does not respond to AOL Time Warner's request for consent within 30 days, TWC shall be deemed to have consented. TWC shall assist and cooperate with AOL Time Warner during the course of any such proceeding. Within 10 days of the commencement of any such proceeding, AOL Time Warner shall give TWC notice of and consult with TWC with respect to any issues relating to items of income, gain, loss, deduction or credit of TWC (any such items, "TWC Return Items"); provided, that, TWC shall not be relieved of any obligation to make additional payments under this Agreement if AOL Time Warner fails to timely deliver the notice described above except to the extent that TWC is actually prejudiced thereby. Notwithstanding the foregoing, AOL Time Warner shall have the right in its sole discretion to have TWC pay any disputed taxes and xxx for a refund in the forum of AOL Time Warner's choice. AOL Time Warner shall act in good faith with respect to the matters described in this Section 8(b).
Sample 1
Audits; Refund Claims. (a) TWX shall have exclusive and sole responsibility and control with respect to the conduct and settlement of IRS examinations of TWX Consolidated Returns and any refund claims with respect thereto; provided, however, that TWX and Cable shall share joint responsibility and control with respect to the conduct and settlement of IRS examinations of any matter that reasonably could be expected to cause a payment obligation to, or refund claim for, Cable. (b) Notwithstanding Section 4.02(a), no settlement relating to any matter that would cause a payment obligation for Cable under this Agreement shall be accepted or entered into by TWX without the consent of Cable (which consent shall not unreasonably be withheld or delayed). (c) Cable shall assist and cooperate with TWX during the course of any examination or matter described in Section 4.02(a) or (b). Within 10 Business Days of the commencement of any such proceeding, TWX shall give Cable notice of and consult with Cable with respect to any issues relating to items of income, gain, loss, deduction or credit of Cable (any such items, “Cable Return Items”); provided, however, that Cable shall not be relieved of any obligation to make payments under this Agreement if TWX fails to timely deliver the notice described in this Section 4.02(c) except to the extent that Cable is actually prejudiced thereby. (d) Notwithstanding the foregoing in this Section 4.02, TWX shall have the right in its sole discretion to have Cable pay any disputed Taxes indemnified by Cable and xxx for a refund in the forum of TWX’s choice. TWX shall act in good faith with respect to the matters described in this Section 4.02.
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Audits; Refund Claims. Viacom will have exclusive and sole --------------------- responsibility and control with respect to the conduct of Internal Revenue Service examinations of the returns filed by the Combined Consolidated Group and any refund claims with respect thereto. SEGI shall cooperate with Viacom during the course of any such proceeding. Viacom shall give SEGI notice of and consult with SEGI with respect to any issues relating to items of income, deduction, gain, loss or credit of members of the SEGI Consolidated Group ("SEGI Consolidated Return Items").
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Audits; Refund Claims. Parent will have exclusive and sole responsibility and control with respect to the conduct and settlement of IRS examinations of the returns filed by the Parent Consolidated Group and any refund claims with respect thereto. Subsidiary shall assist and cooperate with Parent during the course of any such proceeding. Within 10 days of the commencement of any such proceeding or obtaining knowledge of the threat of such proceeding, Parent shall give Subsidiary notice of and consult with Subsidiary with respect to any issues relating to items of income, gain, loss, deduction or credit of Subsidiary (any such items, “Subsidiary Return Items”); provided, that, Subsidiary shall not be relieved of any obligation to make additional payments under this Agreement if Parent fails to timely deliver the notice described above except to the extent that Subsidiary is actually prejudiced thereby. Parent shall have the right in its sole discretion to have Subsidiary pay any disputed taxes with respect to Subsidiary Return Items and sxx for a refund in the forum of Parent’s choice. Parent and Subsidiary shall act in good faith with respect to the matters described in this Section 8(b).
Sample 1
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Related to Audits; Refund Claims

  • No Actions, Claims, Etc As of the date hereof, each of the Loan Parties hereby acknowledges and confirms that it has no knowledge of any actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, against the Administrative Agent, the Lenders, or the Administrative Agent’s or the Lenders’ respective officers, employees, representatives, agents, counsel or directors arising from any action by such Persons, or failure of such Persons to act under the Credit Agreement on or prior to the date hereof.

  • Direct Claims Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

  • Indemnification for Certain Claims The Party providing services hereunder, its affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving company’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving company’s own communications, or (2) any claim, loss or damage claimed by the End User of the Party receiving services arising from such company’s use or reliance on the providing company’s services, actions, duties, or obligations arising out of this Agreement.

  • Litigation Matters If the FDIC Party and the Assuming Institution do not agree to submit the Dispute Item to arbitration, the Dispute Item may be resolved by litigation in accordance with Federal or state law, as provided in Section 13.10 of the Purchase and Assumption Agreement. Any litigation shall be filed in a United States District Court in the proper district.

  • Product Claims The parties acknowledge that NCR Voyix, not Apple, is responsible for addressing any claims you or any third party relating to the Software or your possession and/or use of the Software, including, but not limited to: (a) product liability claims; (b) any claim that the Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

  • Litigation; Decrees There is no Litigation pending or, to the Buyer’s knowledge, threatened in writing that challenges the validity or enforceability of this Agreement or seeks to enjoin or prohibit consummation of the transactions contemplated hereby. Neither Buyer nor any of its Subsidiaries is subject to any outstanding Decree that would prevent or materially impair or delay Buyer’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis.

  • Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Notice of Litigation, Right to Prosecute, Etc No Fund shall be liable for indemnification under this Section 5.03 unless a Person shall have promptly notified such Fund in writing of the commencement of any litigation or proceeding brought against such Person in respect of which indemnity may be sought under this Section 5.03. With respect to claims in such litigation or proceedings for which indemnity by a Fund may be sought and subject to applicable law and the ruling of any court of competent jurisdiction, such Fund shall be entitled to participate in any such litigation or proceeding and, after written notice from such Fund to any Person, such Fund may assume the defense of such litigation or proceeding with counsel of its choice at its own expense in respect of that portion of the litigation for which such Fund may be subject to an indemnification obligation; provided however, a Person shall be entitled to participate in (but not control) at its own cost and expense, the defense of any such litigation or proceeding if such Fund has not acknowledged in writing its obligation to indemnify the Person with respect to such litigation or proceeding. If such Fund is not permitted to participate or control such litigation or proceeding under applicable law or by a ruling of a court of competent jurisdiction, such Person shall reasonably prosecute such litigation or proceeding. A Person shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding without providing each applicable Fund with adequate notice of any such settlement or judgment, and without each such Fund's prior written consent. All Persons shall submit written evidence to each applicable Fund with respect to any cost or expense for which they are seeking indemnification in such form and detail as such Fund may reasonably request.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

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