Escrow in the Event of Tax Audit Sample Clauses

Escrow in the Event of Tax Audit. Promptly following the earlier to occur of (1) the date which is 90 days following receipt by a member of Buyer of a notice from the IRS of the commencement of an administrative proceeding at the partnership level pursuant to IRC 6223(a)(1) (a "Tax Audit"), or (2) the date of issuance by the IRS of either (i) a notice of proposed adjustment with respect to any audit proceedings or (ii) a so-called "60 day letter" (such earlier date, the "Escrow Commencement Date"), Seller and Buyer shall enter into an Escrow Agreement with an escrow agent, substantially in the form of Exhibit U; provided, however, that Buyer may waive its rights to enter into such an Escrow Agreement, in which event the provisions of Sections 8.3(a) through 8.3(e) shall not apply. If Buyer does not waive its rights to an Escrow Agreement, the Escrow Agreement and the funds in the "Escrow Account" established pursuant thereto shall be administered in accordance with the following provisions:
Sample 1
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Escrow in the Event of Tax Audit. Promptly following the written notice of commencement of any IRS audit of Absaloka wherein the IRS asserts, proposes to assert, or may assert that the Indian Coal produced and sold by Absaloka does not qualify for Indian Coal Production Tax Credits or that Investor is not entitled to its allocable share of Indian Coal Production Tax Credits from Absaloka, whether or not such assertion or proposed assertion relates to periods prior to the purchase of the WRI Membership Interest contemplated hereunder (such audit to be referred to as a “Tax Audit” and the date of receipt of written notice, the “Escrow Commencement Date”), Investor and WRI shall enter into an escrow agreement with an escrow agent, substantially in the form of Exhibit I (the “IRS Audit Escrow Agreement”). The IRS Audit Escrow Agreement and the funds in the IRS Audit Escrow Account established pursuant thereto shall be administered in accordance with the following provisions:
Sample 1

Related to Escrow in the Event of Tax Audit

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

  • 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.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • 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.

  • 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 Taxes and Claims The Company will and will cause each of its Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

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

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

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