Conduct of Audits and Other Procedural Matters Sample Clauses

Conduct of Audits and Other Procedural Matters. (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall, at their own expense, control any audit or examination by any Taxing authority, and resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("Tax Proceedings") for which Indirect Parent, Second Intermediary Parent, First Intermediary Parent or Parent have an indemnification obligation under this Article VIII. Purchaser shall, at its own expense, control any audit or examination by any Taxing authority, and resolve and defend against any Tax Proceeding for any taxable period beginning after the Closing Date and any Tax Proceedings with respect to Straddle Periods. Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall settle or resolve any Tax Proceeding with the written consent of Purchaser, which consent shall not be unreasonably withheld. (b) Each party shall promptly forward to the other all written notifications and other written communications from any Taxing authority received by such party or its affiliates relating to any liability for Taxes for any taxable period for which such other party or any of its affiliates is charged with payment or indemnification responsibility under this Agreement and each indemnifying party shall promptly notify, and consult with, each indemnified party as to any action it proposes to take with respect to any liability for Taxes for which it is required to indemnify another party or which may affect the Taxes of another party and shall not enter into any closing agreement or final settlement with any Taxing authority with respect to any such liability without the written consent of the indemnified or affected parties, which consent shall not be unreasonably withheld. (c) The failure by a party to provide timely notice under this subsection shall not relieve the other party from its obligations under this Section 8.6 with respect to the subject matter of any notification not timely forwarded, unless and to the extent that the other party can demonstrate that the other party has suffered an economic detriment because of such failure to provide notification in a timely fashion.
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Conduct of Audits and Other Procedural Matters. The Administrators shall have the right to initiate any claim for refund, credit or amended return that would give rise to a TRA Amount, and to control any audit, examination or contest with respect thereto, except if such audit, examination or contest may give rise to an indemnification obligation by Purchaser under the Indemnification Agreement, in which case the provisions of Section 6(d)(i) of the Indemnification Agreement shall control. Venus shall promptly forward to the Administrators all written notifications and other written communications, including if available the original envelope showing any postmark, from any taxing authority received by Venus or its affiliates relating to the TRA Amount.
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Conduct of Audits and Other Procedural Matters. Parent shall have the right to control any audit or examination by any Taxing Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes for all taxable periods of the Company and the Company Subsidiaries.
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Conduct of Audits and Other Procedural Matters. The Administrators shall have the right to control any audit, examination or contest with respect to any claim for refund, credit or amended return that would give rise to a TRA Amount, except if such audit, examination or contest may give rise to an indemnification obligation by Purchaser under the Indemnification Agreement, in which case the provisions of Section 6(d)(i) of the Indemnification Agreement shall control. Purchaser will consider in good faith any comments or recommendations of the Administrators with respect thereto. Veritas and Purchaser, as the case may be, shall promptly forward to the Administrators all written notifications and other written communications, including if available the original envelope showing any postmark from any taxing authority received by Veritas or its Affiliates relating to the TRA Amount.
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Conduct of Audits and Other Procedural Matters. The Administrators shall have the right to control any audit, examination or contest with respect to any claim for refund, credit or amended return that would give rise to a TRA Amount, except if such audit, examination or contest may give rise to an indemnification obligation by Purchaser under the Indemnification Agreement, in which case the provisions of Section 6(d)(i) of the Indemnification Agreement shall control. Veritas shall promptly forward to the Administrators all written notifications and other written communications, including if available the original envelope showing any postmark from any taxing authority received by Veritas or its Affiliates relating to the TRA Amount.
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Conduct of Audits and Other Procedural Matters. (i) Each Party will promptly forward to the other Party all written notifications and other written communications from any Taxing Authority received by such Party or its Affiliates relating to any liability for Taxes for any taxable period for which such other Party is charged with Tax payment or Tax indemnification responsibility under this Agreement. (ii) Notwithstanding anything to the contrary contained in this Agreement, with respect to any audit, examination, litigation or similar proceeding with respect to Taxes (a “Tax Contest”) for which the Shareholders are charged with Tax payment or Tax indemnification responsibility under this Agreement, the Shareholders shall have the exclusive right to control such Tax Contest; provided, however, that (A) the Shareholders shall not settle or compromise any issue raised in connection with such Tax Contest without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; (B) the Shareholders shall use commercially reasonable efforts to notify Buyer, reasonably in advance, of the date, time and place of all proceedings relating to such Tax Contest, including all administrative meetings, conferences, hearings and other proceedings; (C) the Shareholders shall provide to Buyer all relevant information, including document requests and responses, proposed notices of deficiency, notices of deficiency, revenue agent’s reports, protests and any other documents relating to such Tax Contest, promptly upon receipt from the IRS; and (D) Buyer, and counsel of its own choosing, shall have the right (at Buyer’s sole cost and expense) to attend and participate fully in all aspects of such Tax Contest. (iii) Each Party will execute any IRS Form 2848 power of attorney or other documents reasonably requested by such requesting Party to enable it to act with respect to any Tax Contest that the requesting Party controls.
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Conduct of Audits and Other Procedural Matters. Nasan and its affiliates shall, at their own expense, control any audit or examination by any Tax Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes of Com21 Israel for any taxable period or for any Taxes for which Nasan or Com21 Israel is charged with payment or indemnification responsibility under this Agreement. Seller agrees to provide Com21 Israel with all information necessary in order for Nasan and its affiliates to fulfill its obligations under this Article VII.
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Conduct of Audits and Other Procedural Matters. (i) After the Closing, Buyer shall control the conduct and resolution of any audit or examination by any Governmental Authority, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes or Tax Return for a Pre-Closing Tax Period of any of the Transferred Companies ("Tax Proceedings"); provided, however, that to the extent any Tax Proceeding could reasonably give rise to an indemnification claim by a Buyer Indemnified Party, Buyer shall (i) notify the Seller Representative of such Tax Proceeding in writing within a reasonable period of time after its or the Company’s receipt of notice of a Tax Proceeding, (ii) permit the Seller Representative to evaluate and comment on such Tax Proceeding and (iii) reasonably and in good faith consider any such comments of the Seller Representative; and provided further that Buyer shall not effect any settlement or compromise of any Tax Proceeding without the consent of the Seller Representative, which consent shall not be unreasonably conditioned, withheld or delayed; and provided further that any failure by Buyer to provide any notice under this Section 9.6(c)(i) to the Seller Representative will not relieve the Sellers of any obligation or liability to the Buyer Indemnified Parties, except and only to the extent that the Seller Representative demonstrates that the Sellers have been materially prejudiced by such failure by Buyer to timely provide such notice to the Seller Representative. (ii) In the event of a conflict between the provisions of this Section 9.6(c) and the provisions of Section 10.5, the provisions of this Section 9.6(c) shall govern.
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Conduct of Audits and Other Procedural Matters. Notwithstanding anything to the contrary in this Agreement, PPBI will, at its own expense, control any audit or examination by any Governmental Authority, and have the exclusive right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes (“Tax Proceedings”) for any taxable period without regard for which party is charged with payment responsibility under this Agreement.
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Related to Conduct of Audits and Other Procedural Matters

  • Litigation and Other Proceedings Except as disclosed in the SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any subsidiary, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which could result in a Material Adverse Effect.

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Notifications and Other Indemnification Procedures Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any local counsel) for the indemnified parties shall be selected by the Representative (in the case of counsel for the indemnified parties referred to in Section 8(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 8(b) above) or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.

  • Corporate and Other Proceedings All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent;

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Definitions and Other Provisions of General Application SECTION 101.

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

  • Acceptance of Appointment and Other Matters Relating to the Servicer (a) The Servicer shall service and administer the Receivables, shall collect payments due under the Receivables and shall charge-off as uncollectible Receivables, all in accordance with its customary and usual servicing procedures for servicing wholesale receivables comparable to the Receivables which the Servicer services for its own account and in accordance with the Floorplan Financing Guidelines. The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder, to do any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing and subject to Section 10.01, the Servicer is hereby authorized and empowered, unless such power and authority is revoked by the Trustee on account of the occurrence of a Service Default pursuant to Section 10.01, (i) to instruct the Trustee to make withdrawals and payments from the Collection Account and any Series Account as set forth in this Agreement, (ii) to instruct the Trustee to take any action required or permitted under any Enhancement, (iii) to execute and deliver, on behalf of the Trust for the benefit of the Certificateholders and the other Beneficiaries, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables and, after the delinquency of any Receivable and to the extent permitted under and in compliance with applicable Requirements of Law, to commence enforcement proceedings with respect to such Receivables, (iv) to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any State securities authority on behalf of the Trust as may be necessary or advisable to comply with any Federal or State securities laws or reporting requirement, and (v) to delegate certain of its servicing, collection, enforcement and administrative duties hereunder with respect to the Accounts and the Receivables to any Person who agrees to conduct such duties in accordance with the Floorplan Financing Guidelines and this Agreement; provided, however, that the Servicer shall notify the Trustee, the Rating Agencies, any Agent and any Enhancement Providers in writing of any such delegation of its duties which is not in the ordinary course of its business, that no delegation will relieve the Servicer of its liability and responsibility with respect to such duties and that the Rating Agency Condition shall have been satisfied with respect to any such delegation. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. (b) In the event that the Seller is unable for any reason to transfer Receivables to the Trust in accordance with the provisions of this Agreement (including by reason of the application of the provisions of Section 9.02 or any court of competent jurisdiction ordering that the Seller not transfer any additional Principal Receivables to the Trust) then, in any such event, the Servicer agrees (i) to give prompt written notice thereof to any Enhancement Providers, any Agent and each Rating Agency and (ii) that it shall in any such event allocate after the occurrence of such event, payments on each Account with respect to the principal balance of such Account first to the oldest principal balance of such Account, subject to the proviso set forth in Section 2.06(b), and to have such payments applied as Collections in accordance with Section 4.

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