Certain Tax Proceedings Sample Clauses

Certain Tax Proceedings. Buyer shall control all audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any of the Company Entities; provided, however, that with respect to any such audit, examination, claim or similar proceeding (i) with respect to any Partnership Income Tax Return or income Tax Return of Blocker for a Tax period ending on or before the Closing Date or for a Tax period that includes the Closing Date, or (ii) the settlement of which is reasonably expected (at the relevant time) to result in Taxes due in excess of $100,000 for which the Company Securityholders are reasonably expected to be required to make an indemnification payment hereunder (any such audit, examination, claim or similar proceeding described in (i) or (ii), “Pre-Closing Audit”), Buyer shall keep Seller Representative reasonably informed of any material developments in the portions of such Pre-Closing Audit relating to the Pre-Closing Tax Period. Buyer shall be entitled to be appointed (or to appoint) the “partnership representative” or similar representative with respect to any Pre-Closing Audit involving the Company and shall be entitled (but not required) to make a “push-out” election under Section 6226 of the Code, and 50 any similar available election, so that any imputed underpayment or other adjustment relating to such Pre-Closing Audit is borne by the Company Sellers (or other applicable partners of the Company during the reviewed year or other relevant taxable period). To the extent this Section 8.6 conflicts with Section 9.6, this Section 8.6 shall control. Neither Buyer nor Blocker nor any Company Entity shall settle any Pre-Closing Audit without the prior written consent of Seller Representative, which consent shall not unreasonably be withheld, conditioned or delayed. This Section 8.6(d), and not Section 9.6, shall control with respect to all Tax audits, examinations, claims and similar proceedings by a Governmental Entity with respect to Taxes or Tax Returns of Blocker or any of the Company Entities.
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Certain Tax Proceedings. (A) The indemnification procedures set forth in this Section 5.02(d)(v) will apply to any action by any Governmental Authority related to Taxes.
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Certain Tax Proceedings. The Seller agrees to promptly notify the Purchasers of any examination or inquiry by any federal, state or local tax authorities of the Tax Returns of any of the corporations that are included in the consolidated group of corporations to which the Seller belonged for federal income tax purposes prior to the time it was converted into a limited liability company which relates to any period prior to or including the Closing Date. The Seller will be responsible for the conduct of any such examination or inquiry and, if necessary, will contract with nationally recognized tax accountants and counsel to assist it in defending the Tax Returns for periods prior to and including the Closing Date.
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Certain Tax Proceedings. In the event that a Taxing Authority asserts that a Paying Party was required to deduct and withhold amounts with respect to any amount otherwise payable under this Agreement in excess of the amounts actually deducted and withheld by the Paying Party, if any, with respect to such payment in compliance with the Receiving Party’s Withholding Decision (a “Withholding Tax Claim”), the Paying Party shall promptly notify the Receiving Party of such Withholding Tax Claim and provide the Receiving Party with any documentation received from the relevant Taxing Authority in connection with such Withholding Tax Claim. Notwithstanding anything to the contrary herein, the Receiving Party shall have the exclusive right (but not the obligation) to defend such Withholding Tax Claim and control the conduct of any related Tax Proceeding. The Paying Party shall cooperate with the Receiving Party (including by providing the Receiving Party with any necessary information or documentation and by executing any powers of attorney requested by the Receiving Party) in the defense of such Withholding Tax Claim or conduct of any related Tax Proceeding.
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Certain Tax Proceedings. Each party shall promptly notify the other parties hereto in writing upon receipt by the applicable Party or its Affiliates of notice of any Pre-Closing Tax Proceeding or Straddle Period Tax Proceeding. Such notification shall specify in reasonable detail the subject matter of such Tax Proceeding and shall include a copy of the relevant portion of any correspondence received from the taxing authority. In connection with any Tax Proceeding:
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Certain Tax Proceedings. (a) Purchaser shall notify Seller within ten (10) Business Days of receiving notice of a Tax Proceeding relating to a Pre-Closing Tax Period with respect to the Transferred Entities; provided that a failure by Purchaser to give such notice shall not impair or diminish Purchaser’s rights and remedies hereunder except to the extent that such failure has actually and materially prejudiced Seller’s rights with respect to such Tax Proceeding. With respect to any such Tax Proceeding relating solely to a Pre-Closing Tax Period, Seller may choose in its sole discretion (at its expense) to control any such proceeding, subject to Purchaser’s right to participate (at its expense and by employing counsel of its choosing) in such proceeding and Seller shall not compromise or settle any such proceeding without first obtaining the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.
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Certain Tax Proceedings. (i) The Company shall promptly notify the Seller following receipt of any notice of (A) any Tax Proceeding relating to any Tax Return referred to in Section 7.2(a)(i) or any Tax period of New VH ending on or before the Closing Date or (B) any Tax Proceeding relating to the New VH NOLs that could reasonably be expected to result in a liability of the Seller under Section 10.2(a)(iv); provided, however, that the failure to so notify shall not relieve the Seller of any Liability hereunder except to the extent the Seller is prejudiced thereby.
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Certain Tax Proceedings. (A) The indemnification procedures set forth in this Section 5.02(d)(v) will apply to any action by any Governmental Authority related to Taxes. (B) In the event that Sellers would be liable for the payment of any Taxes under this Agreement if assessed or imposed, and such Taxes are assessed against or -40- PR01/ 1471369.15 imposed on the Company or Buyer by any Governmental Authority, Sellers, in each of their sole and absolute discretion, at their own expense, will have the right to have the Sellers’ Representative participate in, but not control any audit involving any such Taxes and/or to contest any assertion that any such Taxes are payable in any proceedings available to the Company or Buyer. Sellers, on the one hand, and the Company and Buyer, on the other hand, will fully cooperate in good faith in connection with any such audit or other proceeding. (C) Buyer and the Company will not consent to the entry of any judgment or enter into any settlement regarding Taxes, for which Sellers could reasonably be expected to be liable hereunder, without the prior written consent of the Sellers’ Representative, which consent will not be unreasonably withheld, delayed or conditioned. (vi)
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Related to Certain Tax Proceedings

  • Certain Tax Matters The undersigned expressly acknowledges the following:

  • Tax Proceedings The Company Securityholder Representative shall have the right, at the expense of the Company Equity Holders (or, in the case of any Tax Proceeding or other claim related to Taxes which are indemnified pursuant to Section 6.2(h), out of the Additional Escrow Account), to control any Tax Proceeding, initiate any claim for refund, contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment relating to any and all Taxes of the Company and its Subsidiaries for any taxable period ending on or before the Closing Date or relating to Taxes which are indemnified pursuant to Section 6.2(h); provided, however, the Company Securityholder Representative shall inform the Surviving Pubco of the status of any such proceedings, shall provide the Surviving Pubco (at the Surviving Pubco’s cost and expense) with copies of any pleadings, correspondence and other documents as the Surviving Pubco may reasonably request and shall reasonably consult with the Surviving Pubco prior to the settlement of any such proceedings and shall obtain the prior written consent of the Surviving Pubco prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Surviving Pubco or an Acquired Company in any taxable period ending after the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Surviving Pubco, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceedings controlled by the Company Securityholder Representative. the Surviving Pubco shall have the right, at its own expense, to control any other Tax Proceeding, initiate any other claim for refund, and contest, resolve and defend against any other assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes with respect to an Acquired Company; provided, that in the case of any such Tax Proceeding, claim for refund, contest, assessment, deficiency or other adjustment or proposed adjustment relating to Taxes of the Company or any of its Subsidiaries for a taxable period that includes but does not end on the Closing Date and which is not otherwise controlled by the Company Securityholder Representative in accordance with this Section 6.2(e), (A) the Surviving Pubco shall provide the Company Securityholder Representative written notice of such proceeding, and (B) the Surviving Pubco shall inform the Company Securityholder Representative of the status of any such proceedings, shall provide the Company Securityholder Representative (at the Company Securityholder Representative’s cost and expense) with copies of any pleadings, correspondence and other documents as the Company Securityholder Representative may reasonably request, and shall consult with the Company Securityholder Representative prior to the settlement of any such proceedings and shall obtain the prior written consent of the Company Securityholder Representative prior to the settlement of any such proceedings that could reasonably be expected to adversely affect the Company Securityholder Representative or the Company or any of its Subsidiaries in any taxable period (or portion thereof) ending on or before the Closing Date, which consent shall not be unreasonably conditioned, withheld or delayed; provided, further, that the Company Securityholder Representative, at its own expense, shall have the right to participate in, but not direct, the prosecution or defense of any such Tax Proceeding controlled by the Surviving Pubco that relates to a taxable period that includes but does not end on the Closing Date.

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • Certain Taxes All transfer, documentary, sales, use, stamp, registration and other such Taxes incurred in connection with this Agreement 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, and, if required by applicable law, Buyer will join in the execution of any such Tax Returns and other documentation.

  • Tax Contests The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (A) in all conferences, meetings or proceedings with any Taxing Authority, the subject matter of which is or includes an Indemnity Issue and (B) in all appearances before any court, the subject matter of which is or includes an Indemnity Issue. The Responsible Party for the Tax Return with respect to which there could be an increase in liability for any Tax or with respect to which a payment could be required hereunder shall have the right to decide as between the parties hereto how such matter is to be dealt with and finally resolved with the appropriate Taxing Authority and shall control all audits and similar proceedings. If no Tax Return is or was required to be filed in respect of an Indemnity Issue, the Indemnitor shall be treated as the Responsible Party with respect thereto. The Responsible Party agrees to cooperate in the settlement of any Indemnity Issue with the other party and to take such other party's interests into account. If the Indemnitor is not the Responsible Party, such cooperation may include permitting the Indemnitor, at the Indemnitor's sole expense, to litigate or otherwise resolve any Indemnity Issue. If UCRI is the Responsible Party and if the Taxes at issue in the aggregate may equal or exceed $25,000 (computed taking into account reasonably anticipated future year Tax costs on a present value basis), (i) UCRI shall not settle any such Indemnity Issue without the prior written consent of Compass, which consent shall not be unreasonably withheld, (ii) Compass, and counsel of its own choosing, shall have the right to participate fully, at its own expense, in all aspects of the defense of such Indemnity Issue, (iii) UCRI shall inform Compass, reasonably promptly in advance, of the date, time and place of all administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (iv) Compass shall, at its own expense, be entitled to have its representatives (including counsel, accountants and consultants) attend and participate in any such administrative and judicial meetings, conferences, hearings and other proceedings relating to such Indemnity Issue, (v) UCRI shall provide to Compass all information, document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent's reports, protests, petitions and any other documents relating to such Indemnity Issue promptly upon receipt from, or in advance of submission to (as the case may be), the relevant Taxing Authority or courts and (vi) UCRI shall not file or submit any protests, briefs, responses, petitions or other documents relating to such Indemnity Issue with such relevant Taxing Authority or courts without the prior written consent of Compass, which consent shall not be unreasonably withheld or delayed, provided that UCRI may make such filing or submission if required to comply with any deadline imposed by law (including by order of a court or administrative authority) if UCRI has made commercially reasonable efforts to obtain such prior consent. 5.4

  • Tax Contest Notwithstanding anything to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

  • Cooperation on Tax Matters Acquiror, the Company and the Securityholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any action or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Acquiror, the Company and the Securityholders’ Representative agree to retain all books and records with respect to Tax matters pertinent to the Company and the Company Subsidiaries relating to any Pre-Closing Tax Period until the expiration of the applicable statute of limitations (and, to the extent notified by Acquiror, any extensions thereof), and to abide by all record retention agreements entered into with any Governmental Entity. Acquiror and the Securityholders’ Representative further agree, upon request, to use their reasonable best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

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