Claims Involving Taxes Sample Clauses

Claims Involving Taxes. In the event of an assessment of tax liabilities or a Third Party Claim from a competent authority in relation to Taxes, for which the Purchaser is entitled to indemnification from Dxxxx and the Vendor, the Purchaser shall give notice to Dxxxx and the Vendor who shall immediately pay all Taxes, if and when required to do so by law. Dxxxx and the Vendor shall give notice to the Purchaser no later than ten (10) days after receipt of the Purchaser's notice mentioned hereinabove, of their desire to contest said assessment or Third Party Claim and their right to so contest shall be subject to the fulfilment of the following conditions, to the Purchaser's satisfaction, (i) Dxxxx and the Vendor shall have paid the Taxes as required above in this Section 6.5; (ii) such contestation shall, be at the entire cost of Dxxxx and the Vendor; (iii) Dxxxx and the Vendor shall at the Purchaser's request furnish it with reasonable security against any costs or other liabilities to which any of the Purchaser or the Company may be or become exposed by reason of such contestation or any settlement thereof; (iv) Dxxxx and the Vendor may not take any measures which, in the reasonable opinion of the Purchaser, could be prejudicial or unfavourable to the Purchaser or the Company; (v) Dxxxx and the Vendor must diligently proceed with the defence and contestation of such assessment or Third Party Claim; and (vi) Dxxxx and the Vendor shall keep the Purchaser fully advised with respect to their contestation including supplying copies of all relevant documentation promptly upon request from the Purchaser. The Purchaser shall cause the Company to cooperate with Dxxxx and the Vendor for such purposes but shall be entitled to reimbursement for any out of pocket expenses incurred by Purchaser, in doing so. Dxxxx and the Vendor shall not be entitled to enter into any settlement or any other final determination of any such assessment or Third Party Claim without the prior written consent of the Purchaser which shall not be unreasonably withheld or delayed. Provided the foregoing conditions are met, Dxxxx and the Vendor shall be entitled to any refund made by the appropriate authority of the Taxes paid by the Vendor pursuant to this Section 6.5.
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Claims Involving Taxes. 41 7.9 Characterization of Indemnity Payments..........................41 7.10 Limitations on Indemnification Obligations......................42 7.11 Set-Off.........................................................42 7.12 Survival........................................................42 7.13 Procedure for Indemnification for Claims other than Third-Party Claims..............................................42
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Claims Involving Taxes. In the case of any proposed or actual assessment of Tax liabilities for which an Investor Indemnitee is entitled to indemnification from the Company as provided herein, the Investor shall give notice to the Company, and shall contest such proposed or actual assessment in the manner reasonably directed by the Company (in consultation with the Investor) through the administrative review or appeal procedures available under the relevant Tax laws and regulations. The Company shall bear all costs and expenses relating to any action requested by the Company to be taken by the Investor under this Section 9.1.6. If the pursuit of such administrative remedies by the Investor is unsuccessful, the Investor shall be entitled to indemnification for the Tax (and any penalties and interest) pursuant to Section 9.1 hereof; PROVIDED HOWEVER, that if within ten (10) days of receipt from the Investor of notice of its intention to do so, the Company shall notify the Investor of their desire to contest the proposed or assessed Tax deficiency in the courts, they shall be entitled to do so at their expense provided the Company pays the deficiency and any penalties and interest if required in order to seek judicial relief. The Investor shall cooperate with the Company for such purposes but shall be entitled to reimbursement for any out-of-pocket expenses incurred by the Investor in doing so. For purposes of this Section 9.1.6, the Company shall select a Company representative to act on their behalf who shall serve as a liaison between Investor and the Company with respect to all matters arising under or related to this Section 9.1.6.
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Claims Involving Taxes. 52 9.10 ....Co-operation.................................................52 9.11 ....Exclusivity..................................................52
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Claims Involving Taxes. (a) In the case of any proposed or actual assessment of Tax liabilities for which Purchaser is entitled to indemnification from Seller as provided in this Agreement, Purchaser shall give notice to Seller, and shall contest the proposed or actual assessment in the manner directed by Seller (in consultation with Purchaser) through the administrative review or administrative appeal procedures available under the relevant Tax laws and regulations.
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Claims Involving Taxes. In the case of any proposed or actual assessment of Tax liabilities for which the Parent Corporation or the Acquiring Corporation is entitled to indemnification from the Selling Corporations and Shareholders as provided in this Agreement, the Parent Corporation or the Acquiring Corporation shall give notice to the Selling Corporations and Shareholders and shall contest the proposed or actual assessment in the manner directed by the Selling Corporations and Shareholders (in consultation with the Parent Corporation and the Acquiring Corporation) through the administrative review or appeal procedures available under the relevant Tax Laws. If the pursuit of such administrative remedies by the Parent Corporation and the Acquiring Corporation is unsuccessful, the Parent Corporation or the Acquiring Corporation shall be entitled to cause the Selling Corporations and Shareholders to pay the Tax (and any penalties and interest) and be entitled to indemnification from the Selling Corporations and Shareholders under this Section 7 for the reasonable attorneys' fees and other expenses incurred in contesting the proposed or actual assessment immediately following the presentation to the Selling Corporations and Shareholders of itemized bills for the attorneys' fees and other expenses; provided, however, that if within 10 days of receipt from the Parent Corporation or the Acquiring Corporation of notice of their intention to do so, the Selling Corporations and Shareholders shall notify the Parent Corporation or the Acquiring Corporation of their desire to contest the proposed or assessed Tax deficiency in the courts, the Selling Corporations and Shareholders shall be entitled to do so at their expense provided the Selling Corporations and Shareholders pay (subject to their entitlement to a refund if their efforts are successful) the deficiency and any penalties and interest if required in order to seek judicial relief. The Parent Corporation and the Acquiring Corporation shall cooperate with the Selling Corporations and Shareholders for such purposes but shall be entitled to reimbursement for any out-of-pocket expenses incurred by the Parent Corporation or the Acquiring Corporation in doing so.
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Claims Involving Taxes. 46 8.10 Characterization of Indemnity Payments.................................................47 8.11 Exclusive Remedy.......................................................................47
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Claims Involving Taxes. In the case of any proposed or actual assessment of Tax liabilities for which a Parent Indemnitee is entitled to indemnification from the Company as provided herein, Parent shall give notice to the Stockholders, and shall contest such proposed or actual assessment in the manner reasonably directed by the Stockholders (in consultation with the Parent) through the administrative review or appeal procedures available under the relevant Tax laws and regulations. The Stockholders shall bear all costs and expenses relating to any action requested by the Stockholders to be taken by Parent under this SECTION 9.1.7. If the pursuit of such administrative remedies by the Parent is unsuccessful, Parent shall be entitled to indemnification for the Tax (and any penalties and interest) pursuant to SECTION 9.1 hereof; PROVIDED HOWEVER, that if within ten (10) days of receipt from the Parent of notice of its intention to do so, the Stockholders shall notify the Parent of their desire to contest the proposed or assessed Tax deficiency in the courts, they shall be entitled to do so at their expense provided the Stockholders pay the deficiency and any penalties and interest if required in order to seek judicial relief. The Parent shall cooperate with the Company for such purposes but shall be entitled to reimbursement for any out-of-pocket expenses incurred by the Parent in doing so. For purposes of this SECTION 9.1.7, the Stockholders shall select a representative to act on their behalf who shall serve as a liaison between Parent and the Stockholders with respect to all matters arising under or related to this SECTION 9.1.7.
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Related to Claims Involving Taxes

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • Payment of Trade Liabilities, Taxes, etc Each Restricted Person will (a) timely file all required tax returns (including any extensions); (b) timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits or property; (c) within one hundred twenty (120) days after the date such goods are delivered or such services are rendered, pay all Liabilities owed by it on ordinary trade terms to vendors, suppliers and other Persons providing goods and services used by it in the ordinary course of its business; (d) pay and discharge when due all other Liabilities now or hereafter owed by it; and (e) maintain appropriate accruals and reserves for all of the foregoing in accordance with GAAP. Each Restricted Person may, however, delay paying or discharging any of the foregoing so long as it is in good faith contesting the validity thereof by appropriate proceedings, if necessary, and has set aside on its books adequate reserves therefor which are required by GAAP.

  • Collateral Matters Relating to Related Obligations The provisions of this Agreement and the other Loan Documents relating to the Collateral shall extend to and be available in respect of any Secured Obligation arising under any Hedging Contract or Cash Management Obligation or that is otherwise owed to Persons other than the Facility Agents, the Lenders and the Issuers (collectively, “Related Obligations”) solely on the condition and understanding, as among the Facility Agents and all Secured Parties, that (a) the Related Obligations shall be entitled to the benefit of the Collateral to the extent expressly set forth in this Agreement and the other Loan Documents and to such extent the Facility Agents shall hold, and have the right and power to act with respect to, the Guaranty and the Collateral on behalf of and as agent for the holders of the Related Obligations, but each Facility Agent is otherwise acting solely as agent for the Lenders and the Issuers and shall have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation whatsoever to any holder of Related Obligations, (b) all matters, acts and omissions relating in any manner to the Guaranty, the Collateral, or the omission, creation, perfection, priority, abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement and the other Loan Documents and no separate Lien, right, power or remedy shall arise or exist in favor of any Secured Party under any separate instrument or agreement or in respect of any Related Obligation, (c) each Secured Party shall be bound by all actions taken or omitted, in accordance with the provisions of this Agreement and the other Loan Documents, by any of the Facility Agents and the Requisite Lenders, each of whom shall be entitled to act at its sole discretion and exclusively in its own interest given its own Commitments and its own interest in the Loans, Letter of Credit Obligations and other Obligations to it arising under this Agreement or the other Loan Documents, without any duty or liability to any other Secured Party or as to any Related Obligation and without regard to whether any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or becomes unsecured or is otherwise affected or put in jeopardy thereby, (d) no holder of Related Obligations and no other Secured Party (except the Facility Agents, the Lenders and the Issuers, to the extent set forth in this Agreement) shall have any right to be notified of, or to direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under this Agreement or the other Loan Documents and (e) no holder of any Related Obligation shall exercise any right of setoff, banker’s lien or similar right except to the extent provided in Section 11.6 and then only to the extent such right is provided for under the documents governing such Related Obligation and exercised in compliance with Section 11.7.

  • 506(c) Claims Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

  • Claims Indemnified Subject to the exclusions stated in Subsection 4.02(d), the Company agrees to indemnify, protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting from or arising out of the sale, purchase, acceptance, non-acceptance or rejection of the Aircraft under the Purchase Agreement or the ownership, possession, use, non-use, substitution, airworthiness, control, maintenance, repair, operation, registration, re-registration, condition, sale, lease, sublease, storage, modification, alteration, return, transfer or other disposition of the Aircraft, the Airframe, any Engine or any Part (including, without limitation, latent or other defects, whether or not discoverable, and any claim for patent, trademark or copyright infringement) by the Company, any Permitted Lessee or any other Person. Without limiting the foregoing and subject to, and without duplication of, the provisions of Section 6.01(a), the Company agrees to pay the reasonable ongoing fees, and the reasonable out-of-pocket costs and expenses of the Loan Trustee and, so long as it is the holder of any Equipment Notes, each Pass Through Trustee (including, without limitation, reasonable attorney’s fees and disbursements and, to the extent payable as provided in the Indenture, reasonable compensation and expenses of such Person’s agents) in connection with the transactions contemplated hereby.

  • 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.

  • 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.

  • Payment of Taxes and Claims, Etc Pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and governmental charges imposed upon it or upon its property, and (ii) all claims (including, without limitation, claims for labor, materials, supplies or services) which might, if unpaid, become a Lien upon its property, unless, in each case, the validity or amount thereof is being contested in good faith by appropriate proceedings and adequate reserves are maintained with respect thereto.

  • Indemnity for Taxes The Borrowers hereby indemnify and agree to hold each Creditor Party harmless from and against all taxes other than Non-indemnified Taxes levied on such Creditor Party (including, without limitation, taxes imposed on any amounts payable under this Clause 23.5) paid or payable by such person, whether or not such taxes or other taxes were correctly or legally asserted. Such indemnification shall be paid within 10 days from the date on which such Creditor Party makes written demand therefore specifying in reasonable detail the nature and amount of such taxes or other taxes.

  • Liability for Transfer Taxes Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder agrees to indemnify the Company for any Incremental Transfer Taxes incurred as a result of any direct or indirect transfers of the Company Shares or interests therein within two years after the IPO Closing Date; provided that such Company Shares shall be the Company’s sole recourse with respect to such indemnification obligation. Without duplication of the indemnity set forth in Section 6.05 of the Contribution Agreement, the Equity Holder hereby grants a security interest in 50% of the Company Shares received as Merger Consideration to the Company and hereby irrevocably appoints the Company, and any of its agents, officers, or employees as its attorney-in fact, which shall be deemed coupled with an interest, with full power to prepare, execute and deliver any documents, instruments and agreements as may be appropriate to perfect and continue such security interest in favor of the Company. The security interest granted pursuant to this Section 3.02 shall attach to the Company Shares that are not included in the Indemnity Holdback Amount. The Company agrees that the security interest in the Company Shares received by the Equity Holder in the Merger may be released, or collateral may be substituted, in accordance with the terms of the Escrow Agreement.

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