Certain Tax Contests Clause Samples

Certain Tax Contests. The Non-Preparer shall be the Controlling Party with respect to that portion of any Tax Contest involving a Tax or Tax Benefit reported on a Joint Return where the Non-Preparer is liable for such Tax or entitled to reimbursement for such Tax Benefit under this Agreement and such Tax or Tax Benefit is separable from all other Taxes or Tax Benefits reported on such Joint Return. Notwithstanding anything herein to the contrary, YUM shall have the right, in its sole discretion, to elect to be the Controlling Party with respect to any Tax Contest relating to (i) the Distribution or any of the Related Separation Transactions and (ii) unless YUM determines in its reasonable discretion that the Tax Contest does not have any direct or indirect relevance to YUM, any Tax Return described in clauses (x) or (z) of the definition of Specified Tax Returns.
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Certain Tax Contests. Each party shall promptly notify the other party in writing upon receipt of any communication with respect to any pending or threatened Tax Contest. The notifying party shall include with such notification a true, correct and complete copy of any written communication so received. Subject to the Indemnifying Securityholders’ indemnification obligations pursuant to Article VII, if Holders’ Agent acknowledges in writing the Parent Indemnified Party’s right to reimbursement and indemnification hereunder for Company Losses with respect to such Tax Contest if the underlying allegations are determined to be true, then the Holders’ Agent may elect to control the conduct of such Tax Contest related to Taxes of the Company of any kind arising out of or related to the Incorporation of Newco and the distribution of Newco shares prior to the Closing. “Tax Contest” shall mean any notice or deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim which could result in an indemnification claim against the Indemnifying Securityholders under this Agreement or otherwise affect the Tax liability of the Indemnifying Securityholders. To the extent this Section 4.13 is inconsistent with Section 7.10, and any other provision of this Agreement, this Section 4.13 shall govern.
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Certain Tax Contests. (a) Following the Closing, Vista Outdoor shall notify Revelyst promptly, and in any event within ten (10) days, after receipt by Vista Outdoor or any of its Affiliates of written notice of any audit, examination or other proceeding relating to Taxes (each, a “Tax Contest”) in respect of Revelyst Taxes. Following the Closing, Revelyst shall notify Vista Outdoor promptly, and in any event within ten (10) days, after receipt by Revelyst or any of its Affiliates of written notice of any Tax Contest in respect of Vista Outdoor Taxes. Notwithstanding the foregoing, the failure by a Party to provide such notice in accordance with this Section 4.08(a) shall not relieve the other Party of its indemnification obligations under Section 4.01(a), except to the extent that such other Party is actually prejudiced by such failure. (b) Subject to Section 4.08(c), Revelyst shall have the right to control, at its own expense, any Tax Contest relating principally to Revelyst Taxes (a “Revelyst Tax Contest”) and Vista Outdoor shall have the right to control, at its own expense any Tax Contest relating principally to Vista Outdoor Taxes (a “Vista Outdoor Tax Contest”), in each case, as reasonably determined in good faith by the Parties. (c) To the extent that (i) a Revelyst Tax Contest relates to Vista Outdoor Taxes, (ii) a Vista Outdoor Tax Contest relates to Revelyst Taxes or (iii) the Parties agree that Revelyst should control a Vista Outdoor Tax Contest or that Vista Outdoor should control a Revelyst Tax Contest (in each case a “Shared Tax Contest”) then (A) the Party that does not control such Shared Tax Contest shall have the right to participate fully, at its own expense, in such Shared Tax Contest either directly or indirectly through its Representatives (including to review in advance and reasonably comment on submissions made in the course of such Shared Tax Contest), (B) the Party controlling such Shared Tax Contest shall (1) keep the other Party promptly informed of any significant developments in such Shared Tax Contest and provide copies of any material written communications with the applicable Governmental Authority related thereto and (2) shall not settle or compromise, or fail to timely exercise any appeal or review rights available under applicable Law in respect of, any such Shared Tax Contest without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). For purposes of this Section 4.08(c), the ...
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Certain Tax Contests. In connection with any audit, examination or other administrative or judicial proceeding with respect to any controversy involving the elections, methods or principles provided on Schedule 5.2(e) or a matter listed on Schedule 5.14 (a "Tax Controversy"), unless such elections, methods, principles or positions are contrary to Applicable Law (as that term is defined in the last paragraph of Section 5.2), the Purchaser and Purchaser Holdings agree that they shall cause the Purchaser OLP to contest in good faith and using commercially reasonable efforts with respect to such Tax Controversy and will not settle or otherwise compromise such Tax Controversy without the written consent of the National MGP prior to a final determination of such controversy by a Federal circuit court with applicable jurisdiction with respect to the Purchaser OLP (or any state court with similar appellate authority). The Purchaser and Purchaser Holdings shall consult with the National MGP as reasonably required during the pendency of such Tax Controversy. The Purchaser and Purchaser Holdings shall pay all costs incurred in connection with such Tax Controversy other than costs incurred in connection with any proceeding in the Federal circuit court with applicable jurisdiction (or any state court with similar appellate authority) with respect to the Purchaser OLP, which costs shall be shared equally by the National MGP and Purchaser Holdings. The Purchaser and the National MGP shall jointly control the Tax Controversy after a decision of any court with respect to such Tax Controversy. This Section 5.17(d) shall not apply to any Tax Controversy that National MGP has assumed control of pursuant to the last paragraph of Section 5.2.
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Certain Tax Contests. Each Party shall promptly notify the other Parties in writing upon receipt by the applicable Party or its Affiliates of written notice of any Tax audit, examination, or other proceeding by any Governmental Authority (each, a “Tax Proceeding”) relating to any Pass-Through Tax Returns of a Relevant Target Company for any Pre-Closing Tax Period. Such notification shall specify in reasonable detail the subject matter of such Tax Proceeding (to the extent known) and shall include a copy of the relevant portion of any correspondence received from the taxing authority. The Purchaser shall have the right to control, at the cost and expense of the Purchaser, any such Tax Proceeding; provided, however, that (A) Highlander (at Highlander’s sole cost and expense) shall have the right to participate in any such Tax Proceeding and (B) the Purchaser shall use its commercially reasonable efforts to keep Highlander reasonably informed with respect to such Tax Proceeding, in each case, to the extent such Tax Proceeding would reasonably be expected to materially and disproportionally affect Highlander . Notwithstanding anything else to the contrary, with respect to any such Tax Proceeding, (i) no election under Treasury Regulations Section 301.9100-22 or Section 6221(b) shall be made, and (ii) a valid “push out” election under Section 6226 of the Code and the Treasury Regulations promulgated thereunder (and applicable state or local income Tax law) shall be made to the extent such election is available for any Pre-Closing Tax Period (or portion thereof).
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Certain Tax Contests. (a) If the Company, GE or any of their respective Affiliates receives notice of the commencement or existence of a Tax Contest relating to BHGE Covered Taxes with respect to BHKF (a “Klang Tax Contest”), such recipient shall within three Business Days from such receipt provide to BHGE written notice of such Klang Tax Contest, but failure to give such notice shall not relieve BHGE of any liability hereunder except to the extent, if any, that the rights of BHGE or any of its Affiliates with respect to such claim are actually prejudiced. (b) In the event of any Klang Tax Contest (i) solely in respect of BHGE Covered Taxes or (ii) in respect of both BHGE Covered Taxes and no more than a de minimis amount of Taxes that are not BHGE Covered Taxes, BHGE shall control the defense of such Tax Contest (a “BHGE-Controlled Tax Contest”); provided, that (x) BHGE shall reasonably and in good faith keep the Company and GE notified concerning any material development with respect to such Klang Tax Contest, (y) the Company and GE shall be permitted, at their respective expense, to be present at, and participate in, any such Klang Tax Contest and (z) without the prior written consent of GE, which consent shall not be unreasonably withheld, conditioned or delayed, BHGE shall not settle any such Klang Tax Contest if doing so would reasonably be expected to increase the Tax Liability of GE, the Company or BHKF for Taxes that are not BHGE Covered Taxes by more than a de minimis amount.
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Certain Tax Contests. Purchaser agrees to give written notice to Seller of the receipt of any written notice by the Company, Purchaser or any of Purchaser's Affiliates which involves the assertion of any audit, examination, or other administrative or judicial proceeding relating to Tax Returns of the Company for a Pre-Closing Tax Period or Straddle Period (a "Tax Claim"). Seller will have the right to control the defense of any Tax Claim relating to Tax Returns of the Company solely for Pre-Closing Tax Periods, and Purchaser and the Company will execute any powers of attorney necessary in connection therewith; provided, however, that Seller shall obtain the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such Tax Claim, provided, further, that Purchaser shall be entitled to participate in the defense of any such Tax Claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Purchaser. Purchaser will have the right to control the defense of any Tax Claim relating to Tax Returns of the Company for all other Tax periods, including a Straddle Period and any Tax Claim that Seller has not elected to control under this Section 6.8(f); provided, however, that Purchaser shall obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend a claim relating to a Straddle Period and, provided, further, that Seller shall be entitled to participate in the defense of any such Tax Claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Seller.
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Related to Certain Tax Contests

  • Certain Tax Matters (a) Except as otherwise provided in this Section 5.2, Contributor shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof ending on or before the Closing, other than Taxes becoming due as a result of actions taken by or on behalf of Acquirer (including, for this purpose, actions taken by the Company on or after the Closing Date). In the event Acquirer pays any such Taxes, Contributor shall reimburse Acquirer therefor within 15 days after the date on which the Taxes are paid and Contributor is notified by Acquirer. (b) Acquirer shall be responsible for all Taxes incurred by or with respect to the Company, whether resulting from the assets or operations of the Company or otherwise, for all Tax periods or portions thereof beginning after the Closing. In the event Contributor pays any such Taxes, Acquirer shall reimburse Contributor therefor within 15 days after the date on which the Taxes are paid and Acquirer is notified by Contributor. (c) The Parties agree that whenever it is necessary for purposes of this Section 5.2 to determine the amount of any Taxes imposed or incurred by or with respect to the contribution of the Interests for a taxable period beginning before and ending after the Closing Date (a “Straddle Period”) that is allocable to the portion of the Straddle Period ending on or before the Closing Date, the determination shall be made, in the case of property or ad valorem or franchise Taxes (which are measured by, or based solely upon, capital, debt, or a combination thereof), by prorating such Taxes ratably on a per diem basis and, in the case of other Taxes, by assuming that such portion of the Straddle Period ending on or prior to the Closing Date constitutes a separate taxable period applicable to the Company and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances, and deductions for a Straddle Period that are calculated on an annual or periodic basis, such as the deduction for depreciation, shall be apportioned to the period prior to and including the Closing Date ratably on a per diem basis). (d) With respect to any Tax Return attributable to a Straddle Period that is required to be filed after the Closing Date with respect to the Company, Acquirer shall cause such Tax Return to be prepared, cause to be included in such Tax Return all items of income, gain, loss, deduction, and credit required to be included therein, furnish a copy of such Tax Return to Contributor, and cause such Tax Return to be timely filed with the appropriate Tax Authority. Acquirer shall be responsible for the timely payment of all Taxes due with respect to the period covered by such Tax Return, but shall have the right to recover from Contributor the amount of Taxes attributable to the portion of the taxable period ending on or prior to the Closing Date pursuant to Section 5.2(b). (e) Notwithstanding the foregoing, to the extent that transfer taxes arise from the transactions contemplated by this Agreement, such transfer taxes shall be borne fifty percent (50%) by Contributor and fifty percent (50%) by Acquirer. Contributor shall pay or cause to be paid to the applicable Tax Authority any transfer taxes that are required by Law to collect and remit. Acquirer shall indemnify and hold Contributor harmless from and against its share of any such transfer taxes within thirty (30) days of Contributor’s written demand therefor. The Parties shall provide such certificates and other information and otherwise cooperate to the extent reasonably required to minimize transfer taxes. (f) Each Party shall file, to the extent required by applicable Tax Laws, all necessary Tax Returns and other documentation with respect to all Taxes for which such Party is responsible hereunder. In addition, each Party shall provide the other Parties with such assistance as may be reasonably requested by such other Parties or otherwise required by applicable Tax Laws in connection with the preparation, execution and/or filing of any Tax Return and other related documentation, any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting Party or Parties with any records or information which may be relevant to such return, audit or examination, proceedings or determination. (g) The parties intend that for United States federal income tax purposes, (i) the contribution of the Interests shall be treated as a contribution by Contributor to Acquirer pursuant to Section 721(a) of the Code, subject to Section 707 of the Code, and (ii) the distribution of the Debt Financed Cash Consideration shall qualify as a “debt- financed transfer” under Section 1.707-5(b) of the Treasury Regulations pursuant to Section 5.3 of this Agreement. Any Cash Consideration in excess of the amount treated as a “debt-financed transfer” shall be treated (x) as a reimbursement of Contributor’s preformation expenditures within the meaning of Section 1.707-4(d) of the Treasury Regulations to the greatest extent applicable, and (y) in a transaction subject to treatment under Section 707(a) of the Code, and its implementing Treasury Regulations, as in part a sale, and in part a contribution, by Contributor of the Interests. The Parties agree to file all Tax Returns and otherwise act at all times in a manner consistent with this intended treatment of the contribution of the Interests, the Cash Consideration, and the Acquirer Debt, including disclosing the payment of the Cash Consideration in accordance with the requirements of Section 1.707-3(c)(2) of the Treasury Regulations.

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the Contemplated Transactions, shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees.

  • Tax Contests If, in connection with any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller Group Tax Return with respect to the income or operations of the Company, Newco or the Sold Subsidiaries for a Pre-Closing Tax Period, any Governmental Body issues to Newco, the Company or the Sold Subsidiaries a notice of an examination, investigation, audit or other administrative or judicial proceeding, a request for documents or other information, written notice of deficiency, a notice of reassessment, a proposed adjustment, or an assertion of claim or demand concerning the taxable period covered by such Tax Return, Buyer shall notify Seller of its receipt of such communication from such Governmental Body within fifteen (15) Business Days after receiving such communication. Buyer shall not, and shall not permit Newco, the Company or the Sold Subsidiaries to, settle or otherwise resolve any issue with respect to any Taxes of the Company, Newco or the Sold Subsidiaries if such settlement or other resolution could result in Seller being liable for any amounts pursuant to this Agreement without the prior written consent of Seller. Seller shall have the right to control any examination, investigation, audit or other administrative or judicial proceeding in respect of any non-Seller Group Tax Return of the Company, Newco or the Sold Subsidiaries for any Pre-Closing Tax Period if such examination, investigation, audit or other administrative or judicial proceeding could result in or lead to Seller being liable for any amounts pursuant to this Agreement; provided, however, that Buyer, at its sole cost and expense, shall have the right to participate in any such contest; provided, further, that Seller shall not settle or otherwise resolve such examination, investigation, audit or other administrative or judicial proceeding without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that Seller and Buyer shall jointly control any examination, investigation, audit or other administrative or judicial proceeding in respect of Taxes for a Straddle Period. For avoidance of doubt, Seller shall have the sole right to control and settle any examination, investigation, audit or other administrative or judicial proceeding in respect of any Seller Group Tax Return and Buyer shall have no right to participate therein.

  • Control of Tax Contests (a) Except as otherwise provided in paragraphs (b) and (c), Parent shall control, and have sole discretion in handling, settling or contesting, any Tax Contest relating to any Joint Returns, as well as any Separate Returns that relate to a Pre-Distribution Tax Period or to a Straddle Period or other Tax Return if any such Tax Return is related to Taxes for which Parent is responsible pursuant to Article II, or the Tax treatment of the Separation Transactions, provided that (x) Parent shall act in good faith in connection with its control of any such Tax Contests and (y) SpinCo shall have the right at its sole cost and expense to participate in and advise on (including the opportunity to review and comment upon Parent’s communications with the Tax Authority, which comments shall be incorporated upon the consent of Parent, not to be unreasonably withheld, delayed or conditioned) such items for which SpinCo would reasonably be expected to be liable under Article II or Section 6.06 as a result of such Tax Contest. (b) Parent shall have exclusive control over any Separation Related Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to the following provisions of this Section 9.02(b). In the event of any Separation Related Tax Contest as a result of which SpinCo could reasonably be expected (as determined in the sole discretion of Parent acting in good faith) to become liable for any Separation Tax Losses, (A) Parent shall keep SpinCo reasonably informed in a timely manner of all significant developments in respect of such Tax Contest and all significant actions taken or proposed to be taken by Parent with respect to such Tax Contest, (B) Parent shall timely provide SpinCo with copies of any written materials prepared, furnished or received in connection with such Tax Contest, (C) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Contest and (D) Parent shall offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Contest. Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Separation Related Tax Contest shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Article XIII of this Agreement or Section 11.02 of the Separation and Distribution Agreement. (c) Except as otherwise provided in paragraph (a) or (b), SpinCo shall have sole control over any Tax Contest that relates to Separate Returns of the SpinCo Group for any Post-Distribution Tax Period.

  • Payment of Taxes and Claims; Tax Consolidation The Company shall pay, and cause each of its Subsidiaries to pay, (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 7.03) upon any of the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and governmental charges referred to in clause (a) above or claims referred to in clause (b) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor.