Certain Tax and Other Matters. (a) If, in connection with the audit of any Return, a proposed adjustment is asserted in writing with respect to any Taxes of the Company for which the Sellers are required to indemnify Purchaser pursuant to Section 7.2(b)(ii), Purchaser will notify the Sellers of such proposed adjustment within ten (10) days after the receipt thereof. Upon notice to Purchaser within ten (10) days after receipt of the notice of such proposed adjustment from Purchaser, the Sellers may assume (at the Sellers’ own cost and expense) control of and contest such proposed adjustment.
Certain Tax and Other Matters. (a) If, in connection with the audit of any Return, a proposed adjustment is asserted in writing with respect to any Taxes of Target for which Controlling Shareholder is required to indemnify Parent or Sub pursuant to Section 9.2(a) hereof, Parent shall notify Controlling Shareholder of such proposed adjustment within twenty (20) days after the receipt thereof. Upon notice to Parent within twenty (20) days after receipt of the notice of such proposed adjustment from Parent, Controlling Shareholder may assume (at Controlling Shareholder’s own cost and expense) control of and contest such proposed adjustment.
Certain Tax and Other Matters. (a) If, in connection with the audit of any Return, a proposed adjustment is asserted in writing with respect to any Taxes of Company for which the Shareholders are required to indemnify Purchaser pursuant to Section 8.2(a) hereof, Purchaser shall notify the Shareholders of such proposed adjustment within ten (10) days after the receipt thereof. Upon notice to Purchaser within ten (10) days after receipt of the notice of such proposed adjustment from Purchaser, the Shareholders may assume (at the Shareholders' own cost and expense) control of and contest such proposed adjustment.
Certain Tax and Other Matters. (a) Any transfer, documentary, sales, use, value-added, excise or other taxes, excluding taxes based on a party's income ("Taxes") assessed upon or with respect to the transfer of the Assets to Buyer and any recording or filing fees with respect thereto shall be paid by Buyer. Buyer hereby indemnifies and agrees to hold Seller harmless from, against any such Taxes (including interest and penalties), and any Taxes that arise on the Assets after the Closing and any matters arising out of the Assets after the Closing.
Certain Tax and Other Matters. (a) During the period from the date hereof to the Stock Purchase Closing Date, the Company and each of its Subsidiaries shall: (i) timely file (or there shall be filed on its behalf) all Tax Returns required to be filed by it (giving effect to all valid extensions of due dates) and such Tax Returns shall be prepared in a manner consistent with past practice (provided, however, that the Company and/or its Subsidiaries shall not file any income Tax Return for the 2001 year prior to the earlier of (A) the resolution of the Ruling request or (B) September 15, 2002, without the consent of Parent), (ii) timely pay all Taxes shown to be due on such Tax Returns (other than Taxes subject to a good faith dispute and for which the Company has properly accrued in accordance with GAAP) and (iii) promptly notify Parent of any federal or state income or franchise (or other material) Tax Claim, investigation or audit initiated against or with respect to the Company or any of its Subsidiaries or either Club in respect of any Tax matters (or any significant developments with respect to any ongoing Tax matters), including material Tax liabilities and material Tax refund Claims.
Certain Tax and Other Matters. (a) If, in connection with the audit by the relevant taxing authority of any Return, a proposed adjustment is asserted in writing by such taxing authority with respect to any Taxes of any of the companies for which the Sellers and Seller Affiliates are required to indemnify Purchasers pursuant to Section 7.2(a) hereof, Purchasers will notify the Sellers of such proposed adjustment within ten (10) days after the receipt thereof. Upon notice to Purchasers within ten (10) days after receipt of the notice of such proposed adjustment from Purchasers, the Sellers and Seller Affiliates assume (at the Sellers and Seller Affiliates’ own cost and expense) control of and contest and, if necessary in Sellers or Seller Affiliates’ judgment, settle such proposed adjustment.
Certain Tax and Other Matters. 64 10. Termination .................................................................. 66 10.1
Certain Tax and Other Matters. (a) The parties hereto adopt this Agreement as a "plan of reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Department of the Treasury Regulations.
Certain Tax and Other Matters. (a) Seller shall file timely all Tax Returns required to be filed by it with respect to periods ending on or before the Closing Date and with respect to the Xxxxxx Real Property, Xxx. Xxxxxx shall file timely all Tax Returns required to be filed by her for periods ending on or before the Closing Date.
Certain Tax and Other Matters. Each Selling Stakeholder acknowledges that WCWI has indicated its intention to make an election under Section 754 of the Code and its state equivalent, if any. Each Selling Stakeholder agrees that WCWI, in its discretion, may make such election as long as it does not have a materially adverse affect on any Selling Stakeholder; provided, however, that such election shall be made no later than the due date for such election. If such election is made by WCWI, the Selling Stakeholders will cooperate with WCWI as reasonably requested by WCWI in connection therewith, including promptly signing and returning any related documents or forms. WCWI shall reasonably cooperate with the Selling Stakeholders with respect to matters involving the Corporation and the LLC and the ownership of the Subject Units by the Selling Stakeholders prior to the Closing, including matters relating to the Tax returns and any Tax audits, appeals, claims or litigation with respect to such Tax returns or the preparation of such Tax returns. In connection therewith, WCWI shall make available to the Shareholders such files, documents, books and records of the LLC and the Corporation for inspection and copying as may be reasonably requested by the Selling Stakeholders and shall cooperate with the Selling Stakeholders with respect to retaining information and documents which relate to such matters.
