Conduct of Disputes Sample Clauses

Conduct of Disputes. ‌ Unless agreed otherwise, all dispute resolution proceedings will be conducted in Melbourne, Victoria.

Conduct of Disputes. If any member of the MC Group becomes aware of any claim, action or demand against it, or of any circumstance which may give rise to any claim (including for the avoidance of doubt any claim arising out of or in connection with the OFT Review), action or demand against it, and which may give rise to a claim under any of the indemnifications contained in Section 6.2 it shall forthwith give written notice (including reasonable particulars of such claim or circumstance) to the MEPUK Shareholders and it shall procure that the relevant member of the MC Group shall: (a) not knowingly make any admission of liability, or any agreement or compromise with any person, body or authority in relation thereto without the prior written consent of the MEPUK Shareholders, which consent shall not be unreasonably withheld; (b) give the MEPUK Shareholders and their professional advisers reasonable access during normal business hours to the premises and personnel of the relevant member of the MC Group and to any relevant assets, accounts, documents and records within the control of the relevant member of the MC Group to enable the MEPUK Shareholders and their professional advisers to examine such assets, accounts, documents and records and take photographs or photocopies thereof at their own expense in order to appraise themselves of all facts, matters and information relevant to the claim, action or demand against the relevant member of the MC Group subject to not interfering with the business of the relevant member of the MC Group; (c) subject to the MEPUK Shareholders having provided the relevant member of the MC Group with such indemnity and security therefor as the relevant member of the MC Group may reasonably require in relation thereto, permit the MEPUK Shareholders in the name of the relevant member of the MC Group to appoint such professional advisers and to take such action as the MEPUK Shareholders may consider reasonably necessary or desirable to avoid, dispute, resist, appeal, compromise or defend the claim, action or demand and any adjudication in respect thereof subject only to consulting the relevant member of the MC Group to the extent reasonably practicable, prior to taking any such action; and/or (d) at the option of the MEPUK Shareholders, for a period of 30 days after such notification, afford the MEPUK Shareholders the opportunity to take such steps to remedy or avert such claim or circumstance as the MEPUK Shareholders may require. Notwithstanding the fo...

Conduct of Disputes. Notwithstanding anything to the contrary in this Agreement, (A) only Directors designated by Watsco shall be entitled to vote on any matter relating to the conduct and settlement of any claim, action, suit, proceeding or dispute between the Company, and/or any of its Subsidiaries, on the one hand and Carrier, and/or any of its Affiliates, on the other hand, and (B) only Directors designated by Carrier shall be entitled to vote on any matter relating to the conduct and settlement of any claim, action, suit, proceeding or dispute between the Company, and/or any of its Subsidiaries, on the one hand and Watsco, and/or any of its Affiliates, on the other hand.

Conduct of Disputes. 3.1 This paragraph applies as to the conduct of any claim made by, or proceedings instituted or threatened by, any third party, whether before or after the date hereof (including any counter-claim) ("PROCEEDINGS") in relation to any Debtor, Materials Business Debtor, Retained Business Claim, Materials Business Claim, Newco Liability or TEL Liability by the party (the "CONDUCTING PARTY") specified by this Agreement as being entitled to conduct such Proceedings. In any case where this Agreement does not specify which of the parties is to have the conduct of Proceedings in any particular case, including in circumstances where the potential responsibility for any liability the subject of any Proceedings has not been allocated between the parties, the party against whom the claim has been made, or proceedings instituted or threatened, shall have conduct of the Proceedings, or, if the claim has been made, or proceedings instituted or threatened, against both parties, TEL shall have the conduct of the Proceedings and, in either case, accordingly be the Conducting Party in respect thereof for the purposes hereof. 3.2 The Conducting Party shall inform the party not having conduct of the Proceedings (the "OTHER PARTY") promptly of all developments regarding the Proceedings, shall consult it and have reasonable regard to its interests before taking any significant step in relation to the Proceedings and shall not settle the Proceedings without the consent of the Other Party, such consent not to be unreasonably withheld or delayed. The Conducting Party shall conduct any Proceedings with reasonable diligence and competence. The Other Party shall render all assistance reasonably required in connection with the Proceedings by the Conducting Party, and shall be entitled to payment in respect of that assistance only in the event that the assistance it renders is significantly greater in extent than that provided by the Conducting Party. 3.3 The Conducting Party may instruct legal advisers reasonably satisfactory to the Other Party to represent any member of the Other Party (or any member of the Other Party's Group in the case of TEL which is a party to the Proceedings: PROVIDED that in any Proceedings where the named parties to any such Proceedings (including any added parties) include both the Conducting Party (or any member of its Group in the case of TEL) and the Other Party (or any member of its Group in the case of TEL) and representation of both parties by the same l...

Conduct of Disputes. LMHC, as common parent of Liberty Mutual Group, shall be the sole agent for each Member and any successor of any Member pursuant to regulation section 1.1502-77(a). LMHC shall control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom. Each Member will cooperate with LMHC in these proceedings and provide such assistance and documents, without charge, as may be requested by LMHC for such purpose. LMHC will provide Members with access to such records and tax returns as appropriate to facilitate such cooperation. Notwithstanding any other provisions in this Agreement, if an increase to the Group Tax Liability is the result of the failure of a Member to maintain proper records to support items reflected in Liberty Mutual Group’s consolidated income tax return, such Member shall be fully liable for such increase as well as any related penalties and interest.

Conduct of Disputes. If Best Buy Acquisition Co or CPW become aware of a Claim for Taxation which may result in a Tax Claim (a Dispute), Best Buy Acquisition Co or CPW, as the case may be, shall give notice to the other of the Claim for Taxation as soon as reasonably practicable and in any event within 14 days of receipt thereof.

Conduct of Disputes. Unless agreed otherwise, all dispute resolution proceedings will be conducted in Sydney, New South Wales.

Conduct of Disputes. 5.1 If the Covenantors undertake the conduct of a Dispute under Clause 4.2 above then:- (a) the Purchaser shall be kept fully informed of all relevant matters pertaining to the Dispute and shall be provided promptly with copies of all correspondence and notes or other written records of telephone conversations or meetings pertaining thereto at the cost of the Covenantors; (b) the appointment of solicitors or other professional advisers shall be subject to the prior written approval of the Purchaser (such approval not to be unreasonably withheld or delayed); (c) all communications, written or otherwise, pertaining to the Dispute which are likely to affect the amount of any future Taxation Liability of the Company which are to be transmitted to any Tax Authority shall first be submitted to the Purchaser for approval and shall only be finally transmitted if such approval is given (such approval not to be unreasonably withheld or delayed); and (d) the Covenantors shall make no settlement or compromise of the Dispute or agree any matter in the conduct of the Dispute which is likely to affect the amount thereof or the future Tax liability of the Company the Purchaser without the prior written approval of the Purchaser not to be unreasonably withheld or delayed. 5.2 Neither the Purchaser nor the Company shall be required to take any action which it reasonably considers will be unduly onerous or materially prejudice it or otherwise damage the business of the Purchaser or the Company or otherwise cause any officer or employee of the Purchaser or the Company to be in breach of their duties or any law or regulation.

Conduct of Disputes. If E-Z-EM as common parent of the Group receives notice of any audit or other examination by the IRS of any Group Tax Return involving any taxable period ending prior to the Applicable Period or any Tax Period, E-Z-EM shall promptly notify AngioDynamics of such audit or examination. E-Z-EM shall, at its option upon timely notice to AngioDynamics, control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom. E-Z-EM shall consult with AngioDynamics with respect to the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom relating to the tax liability of the AngioDynamics Subgroup as determined under Sections 4, 5 and 7. Each party will cooperate with the other in these proceedings and provide such assistance and documents, without charge, as may reasonably be requested by the other party for such purpose.

Conduct of Disputes. If BEI as common parent of the Group receives notice of any audit or other examination by the IRS of any Group Tax Return, BEI shall promptly notify NBHI of such audit or examination. BEI may, at its option upon timely notice to NBHI, control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom relating to the tax liability of the BEI Subgroup as determined under Section 4. NBHI may, at its option upon timely notice to BEI, control the conduct of any audit and the defense of any suit, action or proceeding resulting therefrom relating to the tax liability of the NBHI Subgroup as determined under Section 4. Each party will cooperate with the other in these proceedings and provide such assistance and documents, without charge, as may reasonably be requested by the other party for such purpose.