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 14.1 The parties hereto hereby covenant and agree that they will execute such further agreements, conveyances and assurances as may be requisite, or which counsel for the parties may deem necessary to effectually carry out the intent of this Agreement.

  • 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.

  • Title to and Condition of Personal Property The Company has merchantable title to all personal property reflected in the April 1997 Balance Sheet or acquired subsequent to the date of the April 1997 Balance Sheet, free and clear of all liens or encumbrances, except as disclosed in Schedule 3.15 hereto. No representation or warranty as to the condition of any such personal property is made in this Agreement. The Company owns or has the right to use all such properties necessary to the conduct of its business as currently conducted.

  • Covenants and Conditions; Construction of Agreement All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it.

  • Other Terms and Conditions The Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit A hereto.

  • 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.

  • SPECIAL TERMS AND CONDITIONS There are no other provisions hereof and this Agreement supersedes any other agreements, whether written or oral, between the parties. Any amendment hereto must be in writing, executed by both parties.

  • APPURTENANT RIGHTS AND RESERVATIONS (a) Tenant shall have, as appurtenant to the Premises, the non-exclusive license to use, and permit its invitees to use in common with Landlord and others, (i) public or common lobbies, hallways, stairways and common walkways necessary for access to the Building and the Premises, and if the portion of the Premises on any floor includes less than the entire floor, the common toilets, corridors and lobbies of such floor, each as made available by Landlord from time to time for use in common by tenants of the Building; (ii) the access roads, driveways, parking areas, loading areas, pedestrian sidewalks, landscaped areas, trash enclosures; (iii) the autoclave and glasswasher installed as part of Landlord’s Work, as more particularly described in Exhibit C, and other areas or facilities, if any, which are located in or on the Property and designated by Landlord from time to time for the non-exclusive use of tenants and other occupants of the Property (the “Common Facilities”); but such rights shall always be subject to reasonable rules and regulations from time to time established by Landlord pursuant to Section 15.6 (the “Rules and Regulations”) and to the right of Landlord to designate and change from time to time such areas and facilities so to be used (provided that such changes do not materially adversely affect Tenant’s use of the Premises or Tenant’s parking rights and do not materially increase the obligations or materially decrease the rights of Tenant under this Lease). Notwithstanding anything to the contrary herein or in the Lease contained, Landlord has no obligation to allow any particular telecommunication service provider to have access to the Building or to the Premises. If Landlord permits such access, Landlord may condition such access upon the payment to Landlord by the service provider of fees assessed by Landlord in its sole discretion

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