Control and Conditions Sample Clauses

Control and Conditions. If a contest is requested in writing by the Lessee within 30 days after receipt by the Lessee of the notice required by subparagraph (i) with respect to the claim or proceeding that is the subject of such notice (provided, however, that if a shorter period is required for taking actions with respect to such Tax claim, the Lessee shall use its best efforts to request such contest within the shorter period of time), or, in the case of any claim or proceeding with respect to which the Lessee (as opposed to the Indemnified Person) receives notice, upon the written request of the Lessee, the Lessee may, in the case of a Tax which may be contested (1) in the name of the Lessee, (2) independently from any Tax that is not subject to indemnification by the Lessee and (3) in the Indemnified Person's good faith determination without any adverse effect on such Indemnified Person, contest the validity, applicability or amount of such Tax. If the Lessee has made the written request described in the first sentence of the subparagraph (ii) and the contest would meet the requirements of clauses (1) and (2) of such first sentence, the Lessee shall, if requested by the Indemnified Person, in good faith, contest the validity, applicability or amount of such Tax. A contest described in either of the first two sentences of this subparagraph (ii) shall be hereinafter referred to as a "Lessee-
Sample 1Sample 2
AutoNDA by SimpleDocs
Control and Conditions. If requested in writing by the Lessee within 30 days after receipt by the Lessee of the notice required by clause (i) with respect to the claim or proceeding that is the subject of such notice, or, in the case of any claim or proceeding with respect to which Lessee (as opposed to the Tax Indemnitee) receives notice, upon the written request of the Lessee and provision of such notice to the Tax Indemnitee, the Tax Indemnitee shall and, when applicable shall permit the Lessee to, contest (including, without limitation, by pursuit of appeals and administrative procedures) the validity, applicability or amount of such Taxes if (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee, (y) such contest must be pursued in the name of the Tax
Sample 1
Control and Conditions. If requested by the Co-Lessee within 30 days after receipt by the Co-Lessee of the notice required by clause (i) with respect to the claim or proceeding that is the subject of such notice, or, in the case of any claim or proceeding with respect to which Co-Lessee (as opposed to the Tax Indemnitee) receives notice, upon the request of the Co-Lessee, the applicable Tax Indemnitee either (I) in the case of a Tax which may be contested (A) in the name of the Co-Lessee, (B) independently from any Tax that is not subject to indemnification by the Co-Lessee and (C) without (in the good faith judgment of such Tax Indemnitee) any adverse impact on such Tax Indemnitee, shall permit the Co-Lessee to contest the validity, applicability or amount of such Taxes (being hereinafter referred to as a "Co-Lessee-Controlled Contest"), or (II) i the case of a Tax the contest of which is not a Co-Lessee-Controlled Contest, shall itself, contest in good faith the validity, applicabilit amount of such Taxes. Such contest shall be conducted by (A) resisting payment thereof, (B) not paying the same except under protest (which protest must be pursued using reasonable efforts in appropriate administrative and/or judicial proceedings) if protest shal be necessary and proper or (C) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and/or judicial proceedings (it being understood that no appeal to the United States Supreme Court shall be permitted hereunder without the prior written consent of the Tax Indemnitee). Notwithstanding the foregoing, in no event shall any contest be required to commence or continue unless: (1) the amount at issue (taking into account all similar and logically related claims) exceeds $50,000; (2) Co-Lessee shall have agreed to pay the Tax Indemnitee and shall pay on an After-Tax Basis as incurred all reasonable out-of-pocket costs and expenses that such Tax Indemnitee shall incur in connection with contesting such claim (including, withou limitation, all reasonable costs, expenses, legal and accounting fees a disbursements); (3) such Tax Indemnitee shall have in good faith reasonably determined that the action to be taken will not result in an material danger of sale, forfeiture or loss of the Equipment or the creation of any Lien on the Equipment (unless the Co-Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Tax Indemnitee and the Owner Partici...
Sample 1

Related to Control 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.

  • 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.

  • Environmental Compliance and Conditions Except as set forth on Schedule 3.16:

  • 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.

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

  • Payment Conditions All payments due hereunder are payable in United States dollars. No transfer, exchange, collection or other charges, including any wire transfer fees, shall be deducted from such payments. For sales of Licensed Products in currencies other than the United States, LICENSEE shall use exchange rates published in The Wall Street Journal on the last business day of the calendar quarter for which such payment is due.

  • Terms and Conditions It is understood and agreed that the Option evidenced hereby is subject to the following terms and conditions:

  • Standard Terms and Conditions Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement. References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.