Control of Tax Claims Sample Clauses

Control of Tax Claims. With respect to any Tax Claim for which notice has been received prior to the date that is eighteen (18) months after the Closing Date and for which the parties hereto reasonably believe there are sufficient funds remaining in the Escrow Account to satisfy the ESOP’s, the Option Holders’ and the SARs Holders’ indemnification obligations under Section 10.2(a). (A) the Trustee, on behalf of the ESOP, shall control all proceedings at the ESOP’s expense and may make all decisions with respect to any such Tax Claim relating to Taxes for any Tax period ending on or prior to the Closing Date and (B) the Trustee, on behalf of the ESOP, and Purchaser shall jointly control all proceedings with respect to any such Tax Claim relating to a Straddle Period; provided, however, that (x) with respect to any proceeding described in clause (A) of this Section 10.2(e)(iv), the Trustee, on behalf of the ESOP, shall keep Purchaser reasonably informed with respect to the status of such proceeding and provide Purchaser with copies of all written correspondence with respect to such proceeding in a timely manner and (y) the Trustee, on behalf of the ESOP, shall not consent to any settlement or adjustment with respect to any proceeding described in this Section 10.2(e)(iv) without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser shall control all proceedings with respect to any Tax Claim relating to any Tax period beginning after the Closing Date. If the Trustee, on behalf of the ESOP, fails to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 10.2(e)(iv) within thirty (30) days of receipt of notice thereof, Purchaser shall thereupon have the right to undertake, at the ESOP’s expense, the control, defense and settlement of such Tax Claim.
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Control of Tax Claims. The Indemnifying Party shall be entitled, upon written notice to the Indemnified Party within ten (10) calendar days following receipt of notice from the Indemnified Party of any Tax Claim, to control, at its own expense, the conduct, defense and settlement of such Tax Claim; provided, that (a) the Indemnifying Party shall keep the Indemnified Party informed regarding the progress and all material aspects of any such Tax Claim, (b) the Indemnified Party shall be entitled at its own expense to participate in any Tax Claim and (c) the Indemnifying Party shall not compromise or settle any such Tax Claim without obtaining the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if the resolution or settlement of such Tax Claim reasonably would be expected to result in Tax or Liability of the Indemnified Party and its Affiliates for which the Indemnified Party and its Affiliates are not entitled to indemnification under Section 4.01 hereof. If the Indemnifying Party does not timely elect to control the conduct and defense of a Tax Contest, or is unable to appropriately, adequately and vigorously continue to conduct such defense as a result of a conflict of interest, admission of criminal conduct, financial inability or similar concerns, then the Indemnified Party shall have the right to control the conduct and defense thereof; provided, that (x) the Indemnified Party shall keep the Indemnifying Party informed regarding the progress and all material aspects of such Tax Claim, (y) the Indemnifying Party, at its own expense, shall be entitled to participate in such Tax Claim and (z) the Indemnified Party shall not compromise or settle such Tax Claim without obtaining the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).
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Control of Tax Claims. The SH Rep shall, upon written notification to Parent, control all proceedings at its own expense and may make all decisions with respect to any Tax Claim relating to a Tax Period ending on or before the Closing Date; provided that the SH Rep shall not settle any such Tax Claim without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) if the resolution of such Tax Claim reasonably could be expected to affect the Tax liability of TEI Bio or the UK Subsidiary for any Post-Closing Tax Period. The SH Rep and Parent shall jointly control all proceedings with respect to any Tax Claim relating to a Straddle Period, and any such Tax Claim shall not be settled without the prior written consent of both the SH Rep and Parent (which shall not be unreasonably withheld, conditioned, or delayed). If the SH Rep declines to assume the defense of any Tax Claim that it is entitled to control and defend pursuant to this Section 12.4(d) after receipt of notice thereof, or if SH Rep is not entitled to control or defend any Tax Claim pursuant to this Section 12.4(d), Parent shall thereupon have the right to undertake the control, defense and settlement of such Tax Claim; provided that Parent shall not settle any such Tax Claim without SH Rep’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed). In the event of any conflict between the provisions of this Section 12.4(d), on the one hand, and Section 11.2(c), on the other hand, with respect to any Tax Claim, the provisions of this Section 12.4(d) shall control.
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Control of Tax Claims. Notwithstanding anything to the contrary contained in this Section 8.5:
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Control of Tax Claims. (a) Except as provided in Section 7.2(b) of this Agreement, HFS shall control (at its own expense and with counsel of its own choice) all Tax Claims relating to Taxes for which one Party may be entitled to indemnification from the other Party pursuant to this Agreement. With respect to any Tax Claim that HFS is entitled to control pursuant to this Section 7.2(a), HFS may permit Spinco (at its own cost and expense and with counsel of its choice) to control any such Tax Claim, provided, that Spinco shall (i) keep HFS informed of all material developments and events relating to such Tax Claim, (iii) consult with HFS with respect to any such Tax Claim, (iii) act in good faith and (iv) use all reasonable efforts to preserve any net operating losses or other Tax Attributes; provided, further, that Spinco shall not be entitled to settle or otherwise compromise, either administratively or after commencement of litigation, any such Tax Claim without the prior written consent of HFS.
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Control of Tax Claims 
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Related to Control of Tax Claims

  • Control of Tax Contests (a) Except as otherwise provided in paragraphs (b) and (c):

  • Payment of Taxes and Claims; Tax Consolidation A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.

  • Payment of Tax Obligations The Borrower will, and will cause each of its Subsidiaries to, pay its Tax liabilities, assessments and governmental charges that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

  • Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

  • Payment of Tax To the extent a Party is required by applicable Law to deduct and withhold taxes on any payment to the other Party, the paying Party shall pay the amounts of such taxes to the proper Governmental Authority in a timely manner and promptly transmit to the other Party an official tax certificate or other evidence of such withholding sufficient to enable such other Party to claim such payment of taxes.

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