Notices Regarding Taxes Sample Clauses

Notices Regarding Taxes. If TNCL, NPAL or LUVSG receives any ----------------------- notice, whether orally or in writing, of any pending or threatened U.S. Federal, state, local, municipal or foreign tax examinations, claims, settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect LMC or its Subsidiaries (or LUVSG with respect to taxable periods or portions thereof ending on or before the Closing Date), or if LMC or any of its Controlled Affiliates receives any notice of any such tax matter that could reasonably be expected to give rise to an indemnification obligation to TNCL under paragraph 7.6(h) below or otherwise materially adversely affect TNCL, the party receiving such notice shall notify in writing the potentially affected party within ten (10) calendar days thereof. The failure of any party to give the notice required by this paragraph shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby.
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Notices Regarding Taxes. The Issuer shall notify promptly each Note Holder of each of the following (and in no event later than fifteen (15) Business Days after becoming aware thereof): (a) the creation, or filing with the IRS or any other Governmental Authority, of any contractual obligation or other document extending, or having the effect of extending, the period for assessment or collection of any U.S. federal, state or foreign income or franchise taxes with respect to any Subject Company; and (b) the creation of any contractual obligation of any Subject Company, or the receipt of any request directed to any Subject Company, to make any adjustment under Section 481(a) of the Internal Revenue Code, by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect; and
Notices Regarding Taxes. If TNCL or the Phase II Merger Company or any Phase II Merger Company Subsidiary receives any notice, whether orally or in writing, of any pending or threatened United States Federal, state, local, municipal or foreign tax examinations, claims, settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect LMC or its Subsidiaries (or the Phase II Merger Company and the Phase II Merger Company Subsidiaries with respect to taxable periods or portions thereof ending on or before the Phase II Closing Date), or if LMC or any of its Subsidiaries receives any notice of any such tax matter that could reasonably be expected to give rise to an indemnification obligation to TNCL under paragraph (h) below or otherwise materially adversely affect TNCL, the party receiving such notice shall notify in writing the potentially affected party within ten (10) calendar days thereof. The failure of any party to give the notice required by this paragraph shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby.
Notices Regarding Taxes. If LSAT Inc. receives any notice, or if Ascent receives any notice following the Closing, whether orally or in writing, of any pending or threatened U.S. Federal, state, local, municipal or foreign tax examinations, claims, settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect Liberty, Liberty AEG, or their Subsidiaries as they exist just prior to the Closing (or Ascent or its Tax Consolidated Subsidiaries with respect to taxable periods or portions thereof ending on or before the Closing Date), or if Liberty, Liberty AEG, or any of their Controlled Affiliates receive any notice of any such tax matter that could reasonably be expected to give rise to an indemnification obligation to LSAT Inc. under Section 6.6(g) below or otherwise materially adversely affect LSAT Inc., the Person receiving such notice shall notify in writing the potentially affected Person within ten (10) calendar days thereof. The failure of any Person to give the notice required by this paragraph shall not impair that Person's rights under this Agreement except to the extent that the other Person demonstrates that it has been damaged thereby.
Notices Regarding Taxes. If LSAT Inc. or the Transferred Entities receives any notice, whether orally or in writing, of any pending or threatened U.S. Federal, state, local, municipal or foreign tax examinations, claims, settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect Liberty, the Selling Parties, or their Subsidiaries as they exist just prior to the Closing (or the Transferred Entities with respect to taxable periods or portions thereof ending on or before the applicable Closing Date), or if Liberty, the Selling Parties, or any of their Controlled Affiliates receive any notice of any such tax matter that could reasonably be expected to give rise to an indemnification obligation to LSAT Inc. under paragraph 6.6(g) below or otherwise materially adversely affect LSAT Inc., the party receiving such notice shall notify in writing the potentially affected party within ten (10) calendar days thereof. The failure of any party to give the notice required by this paragraph shall not impair that party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby.

Related to Notices Regarding Taxes

  • Notices; Payments (a) All demands, notices, instructions, directions and communications (collectively, “Notices”) under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at, mailed by certified mail, return receipt requested, or sent by facsimile transmission or sent by electronic mail:

  • Notices; Reports Company and Company Sub will promptly notify Parent of any event of which Company or Company Sub obtains knowledge which has had or may have a Material Adverse Effect, or in the event that Company or Company Sub determines that it is unable to fulfill, or that any event has occurred which is reasonably likely to prevent the fulfillment of, any of the conditions to the performance of Parent’s obligations hereunder, as set forth in Articles 9 or 11 herein, and Company or Company Sub will furnish Parent (i) as soon as available, and in any event within one Business Day after it is mailed or delivered to the Board of Directors of Company or committees thereof, any report by Company for submission to the Board of Directors of Company or committees thereof, provided, however, that Company need not furnish to Parent communications of Company’s or Company Sub’s legal counsel regarding Company’s or Company Sub’s rights and obligations under this Agreement or the transactions contemplated hereby, or other communication incident to Company’s or Company Sub’s actions pursuant to Section 6.3 hereof (except as required by Section 6.3 or Section 6.9), or books, records and documents covered by confidentiality agreements or the attorney-client privilege, or which are attorneys’ work product, (ii) prior to sending or filing same, all proxy statements, information statements, financial statements, reports, letters and communications sent by Company to its stockholders or other security holders, and all reports filed by Company with the SEC or other Governmental Entities, and (iii) such other existing reports as Parent may reasonably request relating to Company or Company Sub. No notification delivered pursuant to this Section 6.7 shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

  • Notices and Reports On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action by such holders other than at a meeting, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company shall transmit to the Depositary and the Custodian a copy of the notice thereof in English but otherwise in the form given or to be given to holders of Shares or other Deposited Securities. The Company shall also furnish to the Custodian and the Depositary a summary, in English, of any applicable provisions or proposed provisions of the Memorandum and Articles of Association that may be relevant or pertain to such notice of meeting or be the subject of a vote thereat. The Company will also transmit to the Depositary (a) English language versions of the other notices, reports and communications which are made generally available by the Company to holders of its Shares or other Deposited Securities and (b) English language versions of the Company’s annual and other reports prepared in accordance with the applicable requirements of the Commission. The Depositary shall arrange, at the request of the Company and at the Company’s expense, for the mailing of copies thereof to all Holders, or by any other means as agreed between the Company and the Depositary (at the Company’s expense) or make such notices, reports and other communications available for inspection by all Holders, provided, that, the Depositary shall have received evidence sufficiently satisfactory to it, including in the form of an Opinion of Counsel regarding U.S. law or of any other applicable jurisdiction, furnished at the expense of the Company, as the Depositary reasonably requests, that the distribution of such notices, reports and any such other communications to Holders from time to time is valid and does not or will not infringe any local, U.S. or other applicable jurisdiction regulatory restrictions or requirements if so distributed and made available to Holders. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as requested by the Depositary from time to time, in order for the Depositary to effect such mailings. The Company has delivered to the Depositary and the Custodian a copy of the Memorandum and Articles of Association along with the provisions of or governing the Shares and any other Deposited Securities issued by the Company or any Affiliate of the Company, in connection with the Shares, in each case, to the extent not in English, along with a certified English translation thereof, and promptly upon any amendment thereto or change therein, the Company shall deliver to the Depositary and the Custodian a copy of such amendment thereto or change therein, to the extent not in English, along with a certified English translation thereof. The Depositary may rely upon such copy for all purposes of this Deposit Agreement. The Depositary will make available, at the expense of the Company, a copy of any such notices, reports or communications issued by the Company and delivered to the Depositary for inspection by the Holders of the Receipts evidencing the American Depositary Shares representing such Shares governed by such provisions at the Depositary’s Corporate Trust Office, at the office of the Custodian and at any other designated transfer office.

  • Notices, Etc All statements, requests, notices and agreements hereunder shall be in writing, and:

  • Communications and Notices All notices, requests and other communications made or given in connection with the Loan Documents shall be in writing and, unless receipt is stated herein to be required, shall be deemed to have been validly given if delivered personally to the individual or division or department to whose attention notices to a party are to be addressed, or by private carrier, or registered or certified mail, return receipt requested, or by telecopy with the original forwarded by first-class mail, in all cases, with charges prepaid, addressed as follows, until some other address (or individual or division or department for attention) shall have been designated by notice given by one party to the other: To Borrower: Consolidated Stainless, Inc. 0000 Xxxx Xxxxxx Xxxxxx Orlando, FL 32803 Attention: Xxxxxx X. Xxxxx, President Telecopier No.: (000) 000-0000 with a copy to: Saul, Ewing, Xxxxxx & Xxxx LLP Centre Square West 0000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx, Esquire Telecopier No.: (000) 000-0000 with a copy to: Greenberg, Traurig, Hoffman, Lipoff, Xxxxx & Quentel Citicorp Center 000 X. 00xx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxxx, Esquire Telecopier No.: (000) 000-0000 To Bank: Mellon Bank, N.A. 0000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx, Vice President Telecopier No.: (000) 000-0000 with a copy to: Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx LLP 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxx, Esquire Telecopier No.: (000) 000-0000 with a copy to: Wolf, Block, Xxxxxx & Xxxxx-Xxxxx LLP 000 Xxxxx 00xx Xxxxxx Xxxxxxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxxx, Esquire Telecopier No.: (000)000-0000

  • 3Notices All notices and other communications required or permitted to be given or made pursuant to this Agreement shall be in writing signed by the sender and shall be deemed duly given (a) on the date delivered, if personally delivered, (b) on the Business Day after being sent by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery, (c) three (3) Business Days after mailing, if mailed by U.S. postage-prepaid certified or registered mail, return receipt requested, in each case addressed to the applicable party at the address set forth below or (d) upon transmission if sent via e-mail, with an additional copy being sent promptly by Federal Express or another recognized overnight mail service which utilizes a written form of receipt for next day or next Business Day delivery; provided that a party may change its address for receiving notice by the proper giving of notice hereunder: If to Seller, to: Insys Therapeutics, Inc. 000 X. Xxxxxx Xxxx Xxxxxxxx, AZ 85224 Attention: General Counsel with a copy (which shall not constitute notice) to: Weil, Gotshal & Xxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxxxx X. Xxxxx Xxxxx Xxxxxxxxx Email: Xxxxxxxxx.Xxxxx@xxxx.xxx Xxxxx.Xxxxxxxxx@xxxx.xxx if to Buyer, to: Hikma Pharmaceuticals USA Inc. 000 Xxxxxxxxxx Xxx Xxxx Xxxxxxxxx, XX 00000-0000 Attention: Vice President, Business Development with a copy (which shall not constitute notice) to: Hikma Pharmaceuticals USA Inc. 000 Xxxxxxxxxx Xxx Xxxx Xxxxxxxxx, XX 00000-0000 Attention: U.S. General Counsel

  • Notices and Requests All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service, or mailed by registered or certified mail with postage prepaid and return receipt requested and addressed as follows:

  • Notices and Communications Any legal notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such legal notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such legal notice is mailed first class postage prepaid. In relation to communications other than legal notices under this Agreement, each party may communicate with and provide information to the other party in whatever medium deemed appropriate. This may include the use of e-mail, the internet or other electronic means, in the place of paper communications.

  • PAYMENTS AND NOTICES All sums payable by Tenant to Landlord shall be paid, without deduction or offset, in lawful money of the United States to Landlord at its address set forth in Item 12 of the Basic Lease Provisions, or at any other place as Landlord may designate in writing. Unless this Lease expressly provides otherwise, as for example in the payment of rent pursuant to Section 4.1, all payments shall be due and payable within five (5) days after demand. All payments requiring proration shall be prorated on the basis of a thirty (30) day month and a three hundred sixty (360) day year. Any notice, election, demand, consent, approval or other communication to be given or other document to be delivered by either party to the other may be delivered in person or by courier or overnight delivery service to the other party, or may be deposited in the United States mail, duly registered or certified, postage prepaid, return receipt requested, and addressed to the other party at the address set forth in Item 12 of the Basic Lease Provisions, or if to Tenant, at that address or, from and after the Commencement Date, at the Premises (whether or not Tenant has departed from, abandoned or vacated the Premises), or may be delivered by telegram, telex or telecopy, provided that receipt thereof is telephonically confirmed. Either party may, by written notice to the other, served in the manner provided in this Article, designate a different address. If any notice or other document is sent by mail, it shall be deemed served or delivered twenty-four (24) hours after mailing. If more than one person or entity is named as Tenant under this Lease, service of any notice upon any one of them shall be deemed as service upon all of them.

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