Conduct and Notice of Audits. After the Closing, Sellers and Buyer shall (i) provide to the other party such information relating to the Company as Sellers’ Representative or Buyer may reasonably request with respect to Tax matters and (ii) cooperate with each other in the conduct of any audit or other proceeding with respect to any Tax involving the Company and shall retain or cause to be retained all books and records pertinent to the Company for each taxable period or portion thereof ending on or prior to the Closing Date until the expiration of the applicable statute of limitations (giving effect to any and all extensions and waivers). If any party to this Agreement receives any written notice from any taxing authority proposing an adjustment to any Tax for which any other party hereto may be obligated to indemnify under this Agreement, such party shall give prompt written notice thereof to the other that describes such proposed adjustment in reasonable detail; the failure to give such notice, however, shall not reduce the obligations of a party hereunder unless, and to the extent that, such failure prejudices the rights of the other party to contest such Tax.

Conduct and Notice of Audits. (A) Sellers shall promptly notify Buyer in writing upon receipt by Sellers or any Affiliate of Sellers of any communication with respect to any pending or threatened Proceedings or assessments in connection with Taxes (or an issue relating thereto) for which Buyer could be responsible pursuant to this Agreement. Sellers shall include with such notification a true, correct and complete copy of any written communication so received by Sellers or any Affiliate of Sellers. Buyer shall promptly notify Sellers in writing upon receipt by Buyer or any Affiliate of Buyer of any communication with respect to any pending or threatened Proceedings or assessments in connection with Taxes (or an issue relating thereto) for which Sellers could be responsible pursuant to this Agreement. Buyer shall include with such notification a true, correct and complete copy of any written communication so received by Buyer or any Affiliate of Buyer.

Conduct and Notice of Audits. If an audit is commenced, an adjustment is proposed or any other claim is made by any Governmental Authority with respect to a Tax liability which is allocated to Sellers or for which they are liable or responsible under this Agreement, then Buyer or the Company shall promptly notify Sellers of such audit, proposed adjustment or claim. The Company shall have control over the conduct of such audit and any related proceeding with respect to said adjustment or claim; provided, however, that in any audit or other proceeding regarding any such adjustment, claim or dispute, the Company shall be represented by tax counsel or a tax advisor designated by Sellers that is reasonably satisfactory to Buyer; and provided, further that, (a) Buyer shall (and shall cause the Company to) keep Sellers reasonably informed and consult in good faith with Sellers and their tax advisors with respect to any issue relating to such audit or dispute (and Sellers and the tax counsel or tax advisor appointed as provided above will be permitted to attend meetings with taxing authorities); (b) Buyer shall (and shall cause the Company to) timely provide Sellers with copies of all correspondence, notices and other written materials received from any taxing authorities and shall otherwise keep Sellers and their tax advisors advised of significant developments in the audit or dispute and of significant communications involving representatives of the taxing authorities; (c) Sellers may require that the Company take a position in respect of such audit or proceeding, and the Company shall (and Buyer shall cause the Company to) do so, provided that (i) there exists a reasonable basis for such position (or, in the case of a proceeding in the United States Tax Court or a judicial proceeding, there exists substantial authority for such position within the meaning of the accuracy-related penalty provisions of Section 6662 of the Code), and (ii) the Company reasonably determines that the adoption of such position would not have an adverse effect on the tax liability of the Company for any period or portion thereof beginning after the Closing Date (unless Sellers agree on behalf of Sellers, in form and substance reasonably satisfactory to Buyer, to indemnify Buyer and the Company from such adverse effect); (d) Buyer shall provide (and cause the Company to provide) Sellers with a copy of any written submission to be sent to a taxing authority, administrative body or court at least five (5) Business Day...

Conduct and Notice of Audits. The Seller Representative shall promptly notify Purchaser in writing upon receipt by any Seller of any communication with respect to any pending or threatened Proceedings or assessments in connection with Taxes (or an issue relating to such matters) for which Purchaser could be responsible pursuant to this Agreement. Seller Representative shall include with such notification a true, correct and complete copy of any written communication so received. Purchaser shall promptly notify Seller Representative in writing upon receipt by Purchaser of any communication with respect to any pending or threatened Proceedings or assessments in connection with Taxes (or an issue relating to such matters) for which Seller could be responsible pursuant to this Agreement. Purchaser shall include with such notification a true, correct and complete copy of any written communication so received. Purchaser shall have the exclusive right to represent the interests of the Company or its Subsidiaries in any Proceeding relating to their respective Tax Returns; provided, however, that to the extent that any such Proceeding relates to a Pre-Closing Tax Period, Purchaser will keep Seller Representative fully informed with respect to such Proceeding and will not take any action reasonably likely to result in an adverse effect on Seller without first obtaining the consent of Seller Representative, which consent will not be unreasonably withheld or delayed.

Conduct and Notice of Audits

Related to Conduct and Notice of Audits

Notice of Material Developments Each Party shall give prompt written notice to the other Parties of: (a) any material variances in any of its representations or warranties contained in Articles 2 or 3 above, as the case may be (the Disclosure Schedule); (b) any breach of any covenant or agreement hereunder by such Party; and (c) any other material development which adversely affects the ability of such Party to consummate the transactions contemplated by this Agreement.
Access to and Maintenance of Auction Records The Auction Agent shall afford to the Company, its agents, independent public accountants and counsel, access at reasonable times during normal business hours to review and make extracts or copies (at the Company's sole cost and expense) of all books, records, documents and other information concerning the conduct and results of Auctions, provided that any such agent, accountant or counsel shall furnish the Auction Agent with a letter from the Company requesting that the Auction Agent afford such person access. The Auction Agent shall maintain records relating to any Auction for a period of two years after such Auction (unless requested by the Company to maintain such records for such longer period not in excess of four years, then for such longer period), and such records, in reasonable detail, shall accurately and fairly reflect the actions taken by the Auction Agent hereunder. The Company agrees to keep confidential any information regarding the customers of any Broker-Dealer received from the Auction Agent in connection with this Agreement or any Auction, and shall not disclose such information or permit the disclosure of such information without the prior written consent of the applicable Broker- Dealer to anyone except such agent, accountant or counsel engaged to audit or review the results of Auctions as permitted by this Section 2.7, provided that the Company reserves the right to disclose any such information if it is advised by its counsel that its failure to do so would (i) be unlawful or (ii) expose it to liability, unless the Broker-Dealer shall have offered indemnification satisfactory to the Company. Any such agent, accountant or counsel, before having access to such information, shall agree to keep such information confidential and not to disclose such information or permit disclosure of such information without the prior written consent of the applicable Broker-Dealer, provided that such agent, accountant or counsel may reserve the right to disclose any such information if it is advised by its counsel that its failure to do so would (i) be unlawful or (ii) expose it to liability, unless the Broker-Dealer shall have offered indemnification satisfactory to such agent, accountant or counsel.
Notice of Litigation, Etc Tenant shall give prompt Notice to Landlord of any litigation or any administrative proceeding to which it may hereafter become a party of which Tenant has notice or actual knowledge which involves a potential liability equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) or which may otherwise result in any material adverse change in the business, operations, property, prospects, results of operation or condition, financial or other, of Tenant. Forthwith upon Tenant obtaining knowledge of any Default, Event of Default or any default or event of default under any agreement relating to Indebtedness for money borrowed in an aggregate amount exceeding, at any one time, Two Hundred Fifty Thousand Dollars ($250,000), or any event or condition that would be required to be disclosed in a current report filed by Tenant on Form 8-K or in Part II of a quarterly report on Form 10-Q if Tenant were required to file such reports under the Securities Exchange Act of 1934, as amended, Tenant shall furnish Notice thereof to Landlord specifying the nature and period of existence thereof and what action Tenant has taken or is taking or proposes to take with respect thereto.
Regulatory Notices Manager will, within 2 Business Days after its receipt, give Sprint PCS written notice of all oral and written communications it receives from regulatory authorities (including but not limited to the FCC, the FAA, state public service commissions, environmental authorities, and historic preservation authorities) and complaints respecting Manager's construction, operation, and management of the Service Area Network that could result in actions affecting the License as well as written notice of the details respecting such communications and complaints, including a copy of any written material received in connection with such communications and complaints. Manager will cooperate with Sprint PCS in responding to such communications and complaints received by Manager. Sprint PCS has the right to respond to all such communications and complaints, with counsel and consultants of its own choice. If Sprint PCS chooses to respond to such communications and complaints, Manager will not respond to them without the consent of Sprint PCS, and Manager will pay the costs of Sprint PCS' responding to such communications and complaints, including reasonable attorneys' and consultants' fees, investigation costs, and all other reasonable costs and expenses incurred by Sprint PCS.
Notification of Breach / Compliance Reports The Adviser shall notify the Trust immediately upon detection of (i) any material failure to manage any Fund in accordance with its investment objectives and policies or any applicable law; or (ii) any material breach of any of the Funds’ or the Adviser’s policies, guidelines or procedures. In addition, the Adviser shall provide a quarterly report regarding each Fund’s compliance with its investment objectives and policies, applicable law, including, but not limited to the 1940 Act and Subchapter M of the Code, as applicable, and the Fund’s policies, guidelines or procedures as applicable to the Adviser’s obligations under this Agreement. The Adviser agrees to correct any such failure promptly and to take any action that the Board may reasonably request in connection with any such breach. Upon request, the Adviser shall also provide the officers of the Trust with supporting certifications in connection with such certifications of Fund financial statements and disclosure controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly notify the Trust in the event (i) the Adviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board, or body, involving the affairs of the Trust (excluding class action suits in which a Fund is a member of the plaintiff class by reason of the Fund’s ownership of shares in the defendant) or the compliance by the Adviser with the federal or state securities laws or (ii) an actual change in control of the Adviser resulting in an “assignment” (as defined in the 0000 Xxx) has occurred or is otherwise proposed to occur.
Certain Notifications At all times from the date hereof to the Closing Date, each party shall promptly notify the others in writing of the occurrence of any event that will or may result in the failure to satisfy any of the conditions specified in Article 8 hereof.
Notice of Legal Actions The Contractor must notify the Department of any legal actions filed against it for a violation of any laws, rules, codes, ordinances or licensing requirements within 30 days of the action being filed. The Contractor must notify the Department of any legal actions filed against it for a breach of a contract of similar size and scope to this Contract within 30 days of the action being filed. Failure to notify the Department of a legal action within 30 days of the action will be grounds for termination for cause of the Contract.
Commercialization Reports Throughout the term of this Agreement and during the Sell-Off Period, and within thirty (30) days of December 31st of each year, Company will deliver to University written reports of Company’s and Sublicensees’ efforts and plans to develop and commercialize the innovations covered by the Licensed Rights and to make and sell Licensed Products. Company will have no obligation to prepare commercialization reports in years where (a) Company delivers to University a written Sales Report with active sales, and (b) Company has fulfilled all Performance Milestones. In relation to each of the Performance Milestones each commercialization report will include sufficient information to demonstrate achievement of those Performance Milestones and will set out timeframes and plans for achieving those Performance Milestones which have not yet been met.
Inspection; Reports A "full inspection report" comprises a Site Master File (compiled by the manufacturer or by the inspectorate) and a narrative report by the inspectorate. A "detailed report" responds to specific queries about a firm by the other Party.

Conduct and Notice of Audits Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Conduct and Notice of Audits