Disputed Tax matters Sample Clauses

Disputed Tax matters. (a) If, within twenty (20) Business Days of its receipt of a Tax Indemnity Claim Notice the Seller serves a written counter notice on the Purchaser objecting to the proposed Tax Indemnity Claim (a “Tax Claim Objection Notice”), then the Seller and the Purchaser, each acting reasonably, shall enter into discussions and endeavour to agree whether or not a Liability for Taxation has arisen and whether the Purchaser is entitled to indemnification in respect of such Liability for Taxation under this Tax Indemnity and, if so agreed, the amount so payable by the Seller to the Purchaser (the “Disputed Tax Matters”). If the Seller and the Purchaser fail to agree the Disputed Tax Matters within twenty (20) Business Days of the service of the Tax Claim Objection Notice, then either the Seller or the Purchaser may thereafter refer the Disputed Tax Matters (or such part thereof on which the Seller and the Purchaser have not agreed) to such independent firm of accountants as they agree, or should they fail to reach such agreement on an independent firm of accountants within fourteen (14) days, the relevant Disputed Tax Matters shall be referred to such independent firm of chartered accountants (being a reputable ‘big four’ accountancy firm with experience of providing tax and accountancy services to companies whose business and geographic scope are similar to that of the Target Company) nominated by such third party as the Seller and the Purchaser may agree (or, in the absence of agreement, nominated (acting reasonably) by the then president of the Institute of Chartered Accountants in England and Wales on application of either the Seller or the Purchaser). The independent firm of accountants, as so determined, (the “Independent Tax Accountants”) shall decide the relevant Disputed Tax Matters as experts and not as arbitrators and their decision shall be final and binding upon the Parties (save in the case of fraud or manifest material error).
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Disputed Tax matters. Notice from Alabama Department of Revenue regarding Precision Standard, Inc., a Colorado corporation, not filing an Alabama tax return in 1998—notice dated July 15, 2002. SCHEDULE 9.12 LISTING OF REAL PROPERTY OWNED OR LEASED BY BORROWER TYPE OF FACILITY STREET ADDRESS COUNTY/ PARISH AND STATE APPLICABLE BORROWER RECORD OWNER Industrial Building 9000 Xxxxxxx Xxx. Chatsworth, CA 91311-5804 Los Angeles County, California Space Vector Corporation Sxxxxx & Associates, Inc. Industrial Building 9000 Xxxx Xxx. Xxxxxxxxxx, XX 00000-0000 Los Angeles County, California Space Vector Corporation Sxxxxx & Associates, Inc. Industrial Building 9000 Xxxxxxx Xxx #B Chatsworth, CA 91311-6960 Los Angeles County, California Space Vector Corporation Sxxxxx & Associates, Inc. Industrial Building 2000 Xxxxxxxx Xx. Xxxxxx, XX 00000-0000 Riverside County, California Pemco Engineers, Inc. Mxxxx Xxxx Office Building 10000 X. 00xx Xxx. #000 Xxxxxx, XX 00000-0000 Denver County, Colorado Pemco World Air Services, Inc. Omni Development Corporation Aircraft Manufacturing & Maintenance Facility 1000 00xx Xx. Xxxxx Xxxxxxxxxx, XX 00000-0000 Jefferson County, Alabama Pemco Aeroplex, Inc. City of Birmingham, Alabama Land 50xx Xx. Xxxxx Xxxxxxxxxx, XX 00000 Jefferson County, Alabama Pemco Aeroplex, Inc. CSX Transportation Aircraft Manufacturing & Maintenance Facility 100 Xxxxx Xx. Xxxxxx, XX 00000-0000 Houston County, Alabama Pemco World Air Services, Inc. Dothan-Houston County Airport Authority Aircraft Maintenance Facility 4000 Xxxxxxx Xxxxxx Xx. Clearwater, FL 33762-3533 Pinellas County, Florida Air International, Inc. Pinellas County, Florida 100 SCHEDULE 9.16 LISTING OF PATENTS, COPYRIGHTS, ETC. 101 SCHEDULE 9.24 INSURANCE POLICIES IN EFFECT TYPE OF COVERAGE CARRIER POLICY PERIOD LIMITS Products/Aviation General Liability Lloyd’s Aircraft Builders Council 04/16/02-04/16/03 Limits of Liability Combined Single Limit Personal Injury/Property Damage $500,000,000 Grounding $125,000,000 Combined Single Limit Military and non Military $500,000,000 Property Zurich 04/01/02-04/01/03 $275,000,000 Limit on Any one occurrence Commercial Auto Hartford 04/01/02-04/01/03 Limits of Liability $1,000,000 Workers Compensation American International 04/01/02-04/01/03 Limits $1,000,000 each accident Directors and Officers Liability American International 04/01/02-04/01/03 Limit of Liability $10,000,000 Defense Cost, Securities Claims $250,000 Comprehensive Dishonesty Disappearance & Destruction National Unio...
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Related to Disputed Tax matters

  • Other Tax Matters 9.1 The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

  • Additional Tax Matters (i) The Company and each of its Subsidiaries shall cooperate, and, to the extent within its control, shall cause its respective Affiliates, directors, officers, employees, contractors, consultants, agents, auditors and representatives reasonably to cooperate, with Parent in all tax matters, including by maintaining and making available to Parent and its Affiliates all books and records relating to taxes.

  • Tax Matters The following provisions shall govern the allocation of responsibility as between Buyer and Sellers for certain tax matters following the Closing Date:

  • Withholding; Tax Matters (a) The Participant acknowledges that the Corporation shall require the Participant to pay the Corporation in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Corporation to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Option and delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Corporation may establish procedures to permit the Participant to satisfy such obligations in whole or in part, and any other local, state, federal, foreign or other income tax obligations relating to the Option, by electing (the “election”) to have the Corporation withhold shares of Common Stock from the Shares to which the Participant is entitled. The number of Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in accordance with election procedures established by the Administrator.

  • U.S. Tax Matters (a) The Company shall, upon the request of any U.S. Investor, (a) determine, with respect to such taxable year whether the Company (or any of its Affiliates) is a passive foreign investment company (“PFIC”) as described in Section 1297 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (including whether any exception to PFIC status may apply) or is or may be classified as a partnership or branch for U.S. federal income tax purposes, and (b) provide such information reasonably available to the Company as any U.S. Investor may reasonably request to permit such U.S. Investor to elect to treat the Company and/or any such entity (including a Subsidiary of the Company) as a “qualified electing fund” (within the meaning of Section 1295 of the Code) (a “QEF Election”) for U.S. federal income tax purposes. The Company shall also, reasonably promptly upon request, obtain and provide any and all other information reasonably deemed necessary by the U.S. Investor to comply with the provisions of this Section 3.3(a). The Company shall, upon the request of any U.S. Investor, appoint an internationally reputable accounting firm acceptable to the U.S. Investor to prepare and submit its U.S. tax filings.

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Amended Tax Returns (a) Subject to Section 4.4 and notwithstanding Section 2.1 and Section 2.2, a Party (or its Subsidiary) that is entitled to file an amended Tax Return for a Pre-Distribution Tax Period or a Straddle Tax Period for members of its Tax Group shall be permitted to prepare and file an amended Tax Return at its own cost and expense; provided, however, that (i) such amended Tax Return shall be prepared in a manner consistent with (and the Parties and their Affiliates shall not take any position inconsistent with) past practices of the Parties and their Affiliates or supported by an unqualified reasoned “should” or “will” opinion of a Qualified Tax Advisor, unless otherwise modified by a Final Determination or required by applicable Law, the IRS Ruling, the Tax Representation Letters, or the Tax Opinions; and (ii) if such amended Tax Return could result in one or more other Parties becoming responsible for a payment of Taxes pursuant to Article III or a payment to a Party pursuant to Article IX, such amended Tax Return shall be permitted only if the consent of such other Parties is obtained. The consent of such other Parties shall not be withheld unreasonably and shall be deemed to be obtained in the event that a Party (or its Subsidiary) is required to file an amended Tax Return as a result of an Audit adjustment that arose in accordance with Article IX.

  • Estimated Tax Payments Not later than three (3) days prior to each Estimated Tax Installment Date with respect to a taxable period for which a Consolidated Return or a Combined Return will be filed, VMware shall pay to Dell Technologies on behalf of the VMware Group an amount equal to the amount of any estimated VMware Separate Tax Liability that VMware otherwise would have been required to pay to a Taxing Authority on such Estimated Tax Installment Date. If the VMware Separate Tax Liability for such taxable period is less than zero, then Dell Technologies shall pay to VMware an amount equal to the Tax Benefit that the Dell Technologies Group anticipates it will recognize for the entire year as a result of the VMware Separate Tax Liability being less than zero for such taxable period. Not later than seven (7) days prior to each such Estimated Tax Installment Date, Dell Technologies shall provide VMware with a written notice setting forth the amount payable by VMware in respect of such estimated VMware Separate Tax Liability and a calculation of such amount.

  • Straddle Period Tax Allocation The Company and the Subsidiaries will, unless prohibited by applicable Law, close each of their applicable taxable periods as of the close of business on the Closing Date. If applicable Law does not permit the Company and the Subsidiaries to close any of its taxable years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to Sellers for the period up to and including the close of business on the Closing Date, and (ii) to Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property or ad valorem taxes attributable to a Straddle Period shall be allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

  • Disputed Charges GP MAY, WITHIN 90 DAYS AFTER RECEIPT OF A CHARGE FROM CVR, TAKE WRITTEN EXCEPTION TO SUCH CHARGE, ON THE GROUND THAT THE SAME WAS NOT A REASONABLE COST INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH THE SERVICES. GP SHALL NEVERTHELESS PAY OR CAUSE MLP OR FERTILIZER TO PAY IN FULL WHEN DUE THE FULL PAYMENT AMOUNT OWED TO CVR. SUCH PAYMENT SHALL NOT BE DEEMED A WAIVER OF THE RIGHT OF THE SERVICES RECIPIENT TO RECOUP ANY CONTESTED PORTION OF ANY AMOUNT SO PAID. HOWEVER, IF THE AMOUNT AS TO WHICH SUCH WRITTEN EXCEPTION IS TAKEN, OR ANY PART THEREOF, IS ULTIMATELY DETERMINED NOT TO BE A REASONABLE COST INCURRED BY CVR OR ITS AFFILIATES IN CONNECTION WITH ITS PROVIDING THE SERVICES HEREUNDER, SUCH AMOUNT OR PORTION THEREOF (AS THE CASE MAY BE) SHALL BE REFUNDED BY CVR TO THE SERVICES RECIPIENTS TOGETHER WITH INTEREST THEREON AT THE DEFAULT RATE DURING THE PERIOD FROM THE DATE OF PAYMENT BY THE SERVICES RECIPIENTS TO THE DATE OF REFUND BY CVR.

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