Contest Rights and Conditions Sample Clauses

Contest Rights and Conditions. Upon receipt of any formal notice from the IRS (including, without limitation, a 30-day letter) or any other tax authority proposing an Adjustment which could impose liability on Indemnifying Party hereunder, Indemnified Party shall promptly give notice thereof to Indemnifying Party, and Indemnified Party will contest such Adjustment if Indemnifying Party shall so request in writing within 20 days of Indemnifying Party's receipt of such notice from Indemnified Party. In no event, however, shall Indemnified Party be required to contest any Adjustment unless coincident with Indemnifying Party's request (A) Indemnified Party shall have received (i) an indemnity from Indemnifying Party for any Income Taxes, Other Taxes and all other liability, expense or loss arising out of or relating to the Indemnifying Party's issues involved in the contest or claim (including, without limitation, all out-of pocket expenses, costs, reasonable legal, accounting, engineers' and other professional fees and disbursements, but excluding any independent expense incurred by Indemnified Party for the purpose of monitoring the progress of the issue) and (ii) an opinion of independent tax counsel to Indemnifying Party (which counsel shall be reasonably acceptable to Indemnified Party) to the effect that a reasonable basis exists for contesting the Adjustment to the extent that the contest involves such issues; and (B) if such contest is to be conducted in a manner requiring payment of a proposed tax deficiency, Indemnifying Party shall have advanced to Indemnified Party, on an interest-free basis, an amount sufficient to make payment of the proposed tax deficiency attributable to the Adjustment, together with any required interest or penalties in respect of such proposed tax deficiency. If any funds are advanced by Indemnifying Party in connection with any tax contest, any refund received to the extent fairly attributable to such advance shall be returned to Indemnifying Party, together with any interest thereon paid by the relevant taxing authority, promptly upon Indemnified Party's receipt of such funds. If Indemnifying Party shall have requested Indemnified Party to contest an Adjustment and complied with each of the terms and conditions set forth above, such contest shall be conducted by independent tax counsel selected by Indemnifying Party and reasonably acceptable to Indemnified Party.
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Related to Contest Rights and Conditions

  • Agreements and Conditions On or before the Closing Date, Seller shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement.

  • General Terms and Conditions During the term of this Contract, Contractor agrees to procure and maintain insurance which meets all County’s requirements in the General Terms and Conditions.

  • Restrictions and Conditions (a) Any book entries for the shares of Restricted Stock granted herein shall bear an appropriate legend, as determined by the Administrator in its sole discretion, to the effect that such shares are subject to restrictions as set forth herein and in the Plan. (b) Shares of Restricted Stock granted herein may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of by the Grantee prior to vesting. (c) If the Grantee’s employment with the Company and its Subsidiaries is voluntarily or involuntarily terminated for any reason (including death) prior to vesting of shares of Restricted Stock granted herein, all shares of Restricted Stock shall immediately and automatically be forfeited and returned to the Company.

  • CONTRACT TERMS AND CONDITIONS This section sets forth the terms and conditions of the Contract.

  • Governing Terms and Conditions If there is an irreconcilable conflict between the terms and conditions set forth in this Contract or any Contract Amendment and the terms and conditions set forth in any Exhibit, Appendix, Work Authorization or Supplemental Work Authorization to this Contract, the terms and conditions set forth in this Contract or any Contract Amendment shall control over the terms and conditions set forth in any Exhibit, Appendix, Work Authorization or Supplemental Work Authorization to this Contract.

  • Other Terms and Conditions You also agree to be bound by any other specific terms and conditions governing such recurring/instalment payment scheme. In the event of conflict, such specific terms and conditions are to prevail over the provisions of this clause but only to the extent necessary to give full effect to those terms and conditions.

  • ADDITIONAL TERMS AND CONDITIONS This Annex A to the Second Amended and Restated Servicing Agreement, dated October 31, 2021 (the “Agreement”), among Xxxxx Bank and Xxxxx Trust Company, as Sellers, the Bank Assets Purchaser and, upon execution of the Joinder Agreement, the Delaware Trust Assets Purchaser, as Purchasers, and Guarantor (solely for purposes of Section 9.5 of the Agreement), is incorporated into and deemed part of the Agreement in all respects.

  • Waiver of Terms and Conditions Failure to enforce any of the terms or conditions of this Agreement shall not constitute a waiver of any such terms or conditions, or of any other terms or conditions.

  • Special Terms and Conditions It is the intent of TIPS to award to reliable, high performance vendors to supply products and services to government and educational agencies. It is the experience of TIPS that the following procedures provide TIPS, the Vendor, and the participating agency the necessary support to facilitate a mutually beneficial relationship. The specific procedures will be negotiated with the successful vendor.

  • Specific Terms and Conditions To the extent that Contractor has received an award for Lot 4, Implementation Services, the following terms and conditions apply to Lot 4 Implementation Services. All Services covered under Lot 4 – Implementation Services must be performed within CONUS. An RFQ for this Lot will be awarded based on, and result in, a deliverable-based Statement of Work (SOW) which will be incorporated into an Authorized User Agreement. The RFQ will include but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour, etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote. Article 17-B of the New York State Executive Law provides for more meaningful participation in public procurement by certified Service-Disabled Veteran-Owned Businesses (“SDVOB”), thereby further integrating such businesses into New York State’s economy. OGS recognizes the need to promote the employment of service-disabled veterans and to ensure that certified service-disabled veteran-owned businesses have opportunities for maximum feasible participation in the performance of OGS contracts. In recognition of the service and sacrifices made by service-disabled veterans and in recognition of their economic activity in doing business in New York State, Bidders are expected to consider SDVOBs in the fulfillment of the requirements of the Contract. Such participation may be as subcontractors or suppliers, as protégés, or in other partnering or supporting roles.

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