GROUP CLAIMS Sample Clauses

GROUP CLAIMS. Except as provided in Section 6(a), Adaptec shall be entitled to control the contest of any claim by a taxing authority arising from an examination of any return filed by one or more members of the Adaptec Group. Roxio shall have no right to participate in the contest of a claim to which this Section 6(b) applies (a "Group Claim").
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GROUP CLAIMS. Any tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by Adaptec, and Adaptec shall be entitled to receive any tax refund arising from the contest of the Group Claim. Except as provided in the following sentence, Adaptec shall have no right to reimbursement from Roxio for any portion of a deficiency and shall have no obligation to pay any portion of a refund to Roxio. Roxio shall be required to reimburse Adaptec for that portion of a deficiency resulting from a reduction of a loss, credit or similar tax attribute of Roxio that was carried back from a post-Distribution period pursuant to Section 5.
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GROUP CLAIMS. Except as otherwise provided in Section 5.1 hereof, the Representative of the Affiliated Group and Combined Group shall have sole and complete authority to control and resolve the contest of any claim by any Taxing Authority arising from an examination of any Tax Return for any Pre-Distribution or Straddle Period relating to the Affiliated Group or Combined Group (a "GROUP CLAIM"), provided that other parties ultimately affected by the resolution of the Group Claim shall be allowed the opportunity to provide constructive and useful input to the Representative of the Affiliated Group and Combined Group within the time and procedural constraints established by the Representative of the Affiliated Group and Combined Group in the handling of any Group Claim at the sole discretion of the Representative of the Affiliated Group and Combined Group. No other party shall have any other right to participate in the contest of a Group Claim. The Representative of the Affiliated Group and Combined Group shall be entitled to incur reasonable costs in handling any Group Claim. The other parties affected by a Group Claim shall be responsible for and shall pay to the TAX SHARING AGREEMENT Representative of the Affiliated Group and Combined Group their reasonable share of such costs as determined by the Representative of the Affiliated Group and Combined Group.
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GROUP CLAIMS. 3Com shall be entitled to control the contest of any claim by a taxing authority arising from an examination of a Pre-Distribution Group Return (a "Group Claim"). 3Com shall notify Palm of the commencement of any such examination and shall keep Palm apprised of the status of the examination. Palm shall be entitled to advise 3Com regarding the handling of claims that could affect Palm's allocable share of the consolidated, combined or unitary Tax liability, and 3Com shall not unreasonably reject Palm's advice. If a claim affects only Palm's share of the consolidated, combined or unitary Tax liability, and not that of any other member of the 3Com Group, Palm shall be entitled to prepare any written materials submitted to the taxing authority in defense against the claim. Neither Palm nor its representatives shall be entitled to attend meetings with representatives of the taxing authority without 3Com's consent. 3Com shall have sole authority to make decisions regarding the settlement of Group Claims. Palm shall bear any expenses it incurs in participating in the contest of a Group Claim.
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GROUP CLAIMS. Any Tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by 3Com, and 3Com shall be entitled to receive any tax refund arising from the contest of the Group Claim. Within 30 days after the final determination of the Group Claim, 3Com shall allocate the Tax liabilities for the affected periods, as redetermined, among the members of the 3Com Group that joined in filing the relevant Pre-Distribution Group Returns. In allocating the redetermined Tax liabilities, 3Com shall apply the allocation method prescribed by Section 3. If the amount of redetermined Tax liability allocated to Palm for any period exceeds the amounts previously paid by Palm to 3Com in respect of Palm's allocated Tax liability for that period, Palm shall pay such excess to 3Com within 10 days of receiving notice from 3Com of the amount due. If the amounts previously paid by Palm to 3Com in respect of Palm's allocated Tax liability for any period exceed the amount of redetermined Tax liability allocated to Palm for that period, 3Com shall pay such excess to Palm within 40 days after the final determination of the Group Claim that led to the redetermination of Tax liability.
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GROUP CLAIMS. Except as provided in Section 6(a), XYZ shall be entitled to control the contest of any claim by a taxing authority arising from an examination of any return filed by one or more members of the XYZ Group. YYY shall have no right to participate in the contest of a claim to which this Section 6(b) applies (a "Group Claim").
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GROUP CLAIMS. Any tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by XYZ, and XYZ shall be entitled to receive any tax refund arising from the contest of the Group Claim. Except as provided in the following sentence, XYZ shall have no right to reimbursement from YYY for any portion of a deficiency and shall have no obligation to pay any portion of a refund to YYY. YYY shall be required to reimburse XYZ for that portion of a deficiency resulting from a reduction of a loss, credit or similar tax attribute of YYY that was carried back from a post-Distribution period pursuant to Section 5.
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GROUP CLAIMS. MRV shall be entitled to control the contest of any claim by a taxing authority arising from an examination of a Pre-Distribution Group Return (a "Group Claim"). MRV shall notify Luminent of the commencement of any such examination and shall keep Luminent apprised of the status of the examination. Luminent shall be entitled to advise MRV regarding the handling of claims that could affect Luminent's allocable share of the consolidated, combined or unitary Tax liability, and MRV shall not unreasonably reject Luminent's advice. If a claim affects only Luminent's share of the consolidated, combined or unitary Tax liability, and not that of any other member of the MRV Group, Luminent shall be entitled to prepare any written materials submitted to the taxing authority in defense against the claim. Neither Luminent nor its representatives shall be entitled to attend meetings with representatives of the taxing authority without MRV's consent. MRV shall have sole authority to make decisions regarding the settlement of Group Claims. Luminent shall bear any expenses it incurs in participating in the contest of a Group Claim.
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GROUP CLAIMS. Any Tax deficiency arising from a Group Claim shall be paid to the relevant taxing authority by MRV, and MRV shall be entitled to receive any tax refund arising from the contest of the Group Claim. Within 30 days after the final determination of the Group Claim, MRV shall allocate the Tax liabilities for the affected periods, as redetermined, among the members of the MRV Group that joined in filing the relevant Pre-Distribution Group Returns. In allocating the redetermined Tax liabilities, MRV shall apply the allocation method prescribed by Section 3. If the amount of redetermined Tax liability allocated to Luminent for
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Related to GROUP CLAIMS

  • 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.

  • Unpaid Claims If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this Section 10.02 is not paid in full within thirty (30) days after a written claim therefor by any person described in Section 10.02(a) has been received by the Partnership, such person may file proceedings to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Partnership shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable Law.

  • Derivative Claims No Shareholder shall have the right to bring or maintain any court action, proceeding or claim on behalf of the Trust or any series or class of Shares without first making demand on the Trustees requesting the Trustees to bring or maintain such action, proceeding or claim. Such demand shall not be excused under any circumstances, including claims of alleged interest on the part of the Trustees, unless the plaintiff makes a specific showing that irreparable nonmonetary injury to the Trust or series or class of Shares would otherwise result. Such demand shall be mailed to the Secretary of the Trust at the Trust's principal office and shall set forth with particularity the nature of the proposed court action, proceeding or claim and the essential facts relied upon by the Shareholder to support the allegations made in the demand. The Trustees shall consider such demand within 45 days of its receipt by the Trust. In their sole discretion, the Trustees may submit the matter to a vote of Shareholders of the Trust or a series or class of Shares, as appropriate. Any decision by the Trustees to bring, maintain or settle (or not to bring, maintain or settle) such court action, proceeding or claim, or to submit the matter to a vote of Shareholders, shall be binding upon the Shareholders. Any decision by the Trustees to bring or maintain a court action, proceeding or suit on behalf of the Trust or a series or class of Shares shall be subject to the right of the Shareholders under Article V hereof to vote on whether or not such court action, proceeding or suit should or should not be brought or maintained.

  • Covered Claims Claim" means any claim, dispute or controversy between you and us that in any way arises from or relates to this Agreement, the Account, the issuance of any Card, any rewards program, any prior agreement or account. "Claim" includes disputes arising from actions or omissions prior to the date any Card was issued to you, including the advertising related to, application for or approval of the Account. "Claim" has the broadest possible meaning, and includes initial claims, counterclaims, cross-claims and third-party claims. It includes disputes based upon contract, tort, consumer rights, fraud and other intentional torts, constitution, statute, regulation, ordinance, common law and equity (including any claim for injunctive or declaratory relief). "Claim" does not include disputes about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof (including, without limitation, the prohibition against class proceedings, private attorney general proceedings and/or multiple party proceedings described in Paragraph C.7 (the "Class Action Waiver"), the last sentence of Paragraph

  • Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;

  • Insured Claims To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance maintained by the Company; or

  • Compensation Claims Section 1. When an injury is reported the reference number will be given to the employee and when requested, a copy of the injury report will be furnished to the employee within two (2) working days of such request. A copy of the injury report will also be furnished to the Local Union if requested by a Local Union official. The Employer agrees to cooperate and make a reasonable effort to provide the disposition of employee on-the-job injury claims within ten (10) business days. No employee will be disciplined or threatened with discipline or retaliated against as a result of filing an on-the-job injury report. The Employer or its designee shall not visit an injured worker at his/her their home. The Employer shall provide the Union Co-chair of the National Safety and Health Committee with current summaries of the essential functions of all positions covered by this Agreement. The Union shall have the right to challenge any such summary through the applicable grievance procedure. Any employee who is adversely affected by any such summary shall have the right to challenge such summary through the applicable grievance procedure. Any such decisions or settlements rendered through the grievance procedure, including but not limited to, at arbitration, shall be based solely upon, and applicable to, the facts present in that individual case and shall have no precedential effect beyond that case. This stipulation is limited to cases involving or referencing essential job functions. The Employer shall provide Worker’s Compensation protection for all employees even though not required by state law or the equivalent thereof if the injury arose out of or in the course of employment. An employee who is injured on the job, and is sent home, or to a hospital, or who must obtain medical attention, shall receive pay at the applicable hourly rate for the balance of his/her their regular shift on that day. Upon receiving an employee’s timely report of injury, the Employer shall not pressure an employee to continue to work, nor shall the Employer interfere with an employee seeking medical attention. When, because of such pressure, an employee spends time in a clinic after his or her their normal finish time, the time spent shall be the subject of a pay claim through the grievance procedure. An employee who has returned to regular duties after sustaining a compensable injury, and who is required by the Worker’s Compensation doctor to receive additional medical treatment during the employee’s regularly scheduled working hours, shall receive the employee’s regular hourly rate of pay for such time. The Employer agrees to provide any employee injured locally immediate transportation, at the time of injury, from the job to the nearest appropriate medical facility and return to the job, or to the employee’s home, if required. In such cases, no representative of the Employer shall be permitted to accompany the injured worker while he/she is they are receiving medical treatment and/or being examined by the medical provider, without the employee’s consent. In the event that any employee sustains an occupational illness or injury while on a run away from the home terminal, the Employer shall obtain medical treatment for the employee, if necessary, and, thereafter, will provide transportation by bus, train, plane or automobile to the employee’s home terminal, if and when directed by a doctor. An employee that has a change in his/her their medical duty status shall report that change to the Employer. In the event of a fatality, arising in the course of employment while away from the home terminal, the Employer shall return the deceased to the home of the deceased at the point of domicile.

  • Employee Claims Without limiting in any way the breadth of this Clause G2, Contractor specifically acknowledges its obligation to indemnify and defend the Covered Parties from and against any claim which may be asserted by or on behalf of any employee of Contractor, Subcontractors and suppliers alleging bodily injury, sickness, disease or death, or injury to or destruction of tangible property sustained by said employee in connection with the Work, unless caused by the sole negligence of the Covered Parties.

  • Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid. 4.2 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority either before or after payment then the Authority may call for the Contractor to provide such further documentary and oral evidence as it may reasonably require to verify its liability to pay the amount which is disputed or subject to question and the Contractor shall promptly provide such evidence in a form satisfactory to the Authority. 4.3 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority, the Authority shall not withhold payment of the remainder. 4.4 If any invoice rendered by the Contractor is paid but any part of it is disputed or subject to question by the Authority and such part is subsequently agreed or determined not to have been properly payable then the Contractor shall forthwith repay such part to the Authority. 4.5 The Authority shall be entitled to deduct from sums due to the Contractor by way of set-off any amounts owed to it or which are in dispute or subject to question either in respect of the invoice for which payment is being made or any previous invoice.

  • Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

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