Notification of Proceedings; Control Sample Clauses

Notification of Proceedings; Control. The Company shall have the right to control any audit or examination relating to Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Taxes of any company for which the Company is responsible pursuant to SECTION 8.02 and shall be entitled to all refunds with respect to such taxes.
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Notification of Proceedings; Control. Seller shall have the right to control any audit or examination relating to Pre-Closing Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Pre-Closing Taxes and shall be entitled to all refunds with respect to such taxes. Purchaser shall have the right to control any audit or examination relating to all Taxes other than Pre-Closing Taxes by any taxing authority, and shall have the right to initiate any claim for refund, file any amended returns, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to Taxes other than Pre-Closing Taxes, and shall be entitled to all refunds with respect to such Taxes; provided that Purchaser will consult in good faith with Seller with respect to any Taxes for periods that include the Closing Date, and Seller shall be entitled to any refunds for such period to the extent the refund is allocable, in accordance with the principles of SECTION 8.04(b) to that portion of such period ending on the Closing Date.
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Notification of Proceedings; Control. Seller shall have the right to control any audit or examination by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to all Taxes, other than any Taxes for which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such Taxes other than any Taxes for which Purchaser shall be liable after the Closing; provided that if Purchaser gives Seller written notice of any such audit, examination, adjustment or proposed adjustment (collectively, an "Adversary Proceeding") and Seller does not respond in writing to Purchaser within five days of the receipt of such notice that it intends to control the defense of such Adversary Proceeding, Purchaser shall have the right to control the defense of such Adversary Proceeding and enter into any reasonable settlement relating thereto; provided, further, that if Seller controls such Adversary Proceeding, Purchaser shall be entitled to have a representative present at all meetings, hearings, examinations and other proceedings with respect to such Adversary Proceeding. Purchaser shall have the right to control any audit or examination by any taxing authority for any Taxes for which Purchaser shall be liable after the Closing, and shall have the right to initiate any claim for refund, file any amended returns, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Taxes for which Purchaser shall be liable after the Closing, and shall be entitled to all refunds with respect to such Taxes; provided, however, that Purchaser will consult in good faith with Seller with respect to any Taxes for periods that include the Closing Date, and Seller shall be entitled to any refunds for such period to the extent the refund is allocable, in accordance with the principles of Section 9.03(a), to that portion of such period ending on the Closing Date.
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Notification of Proceedings; Control. The Company shall have the right to control any audit or examination relating to Taxes by any taxing authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Taxes of any company for which the Company is responsible pursuant to Section 8.02 and shall be entitled to all refunds with respect to such taxes. . Pursuant to the provisions of NRS 463.3455, the Company shall retain responsibility for the payment of any fees or taxes due pursuant to any subsequent deficiency determinations made under Chapter 463 of NRS which encompass any period of time before the Transfer Time. EMPLOYEE BENEFITS MATTERS
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Notification of Proceedings; Control. (a) In the event that Buyer, ATH or any Subsidiary receives notice, whether orally or in writing, of any pending or threatened federal, state, local, municipal or foreign examinations, claims settlements, proposed adjustments, assessments or reassessments or related matters with respect to Taxes that could affect Seller or any affiliate, or if Seller or any affiliate receives notice of matters that could affect Buyer, ATH or any Subsidiary, the party receiving notice shall promptly notify in writing the potentially affected party. 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 parties demonstrate that they have been damaged thereby. (b) Seller or Buyer, as applicable (the "Controlling Party"), shall have the right, at its own expense, to control any audit or examination by any taxing authority, initiate any claim for refund, file any amended Return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating to or with respect to any Taxes for which the Controlling Party is required to indemnify any other party pursuant to Section 7.5; provided, that, in the event that any such adjustment could have an adverse effect on the Tax liability of the other party (or affect Buyer by having an effect on the Tax liability of ATH and the Subsidiaries) (the "Affected Party"), the Controlling Party shall (i) give the Affected Party written notice of any such adjustment, (ii) permit the Affected Party to participate in the proceeding to the extent the adjustment may affect the Tax liability of the Affected Party and (iii) not settle or otherwise compromise such proceeding without the prior written consent of the Affected Party, which consent shall not be unreasonably withheld.
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Notification of Proceedings; Control. Seller shall have the right to control any audit or examination relating to Taxes for which Seller is solely responsible pursuant to Section 8.02 by any taxing authority, including without limitation, the right to contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Taxes for which Seller are solely responsible pursuant to Section 8.02. Seller shall promptly inform Purchaser of, and permit the participation of Purchaser in, any actions referred to in this Section 8.04 which could affect the Assets or the Business or Company, and will not take any such action without the prior written consent of Purchaser. In addition, Seller shall promptly inform Purchaser of, and permit the participation of Purchaser and Company in, any proceedings referred to in this Section 8.04, and will not consent to the settlement or final determination in such proceeding without the prior written consent of Purchaser and Company.
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Notification of Proceedings; Control. The Seller shall have the right to control any audit or examination by any Tax Authority, initiate any claim for refund, file any amended return, contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment relating or with respect to any Taxes of Treasure Valley for taxable periods ending prior to or on the Closing Date; however, to the extent that any audit, proceeding, or other event described in the preceding clause of this sentence (an "Event") could result in liability for the Buyer pursuant to this Agreement, the Seller shall notify the Buyer of such Event, and shall consult with the Buyer with respect to the resolution of any issue relating to Taxes arising as a result of or in connection with such Event.
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Notification of Proceedings; Control. (a) In the event that Buyer or Transferred Company receives notice, whether orally or in writing, of any pending or threatened federal, state, local or foreign tax examinations, claims settlements, proposed adjustments or related matters with respect to Taxes that could affect Sellers or any Sellers's Affiliate, or if Sellers or any Sellers's Affiliate receives notice of such matters that could affect Buyer or Transferred Company, the party receiving such notice shall notify in writing the potentially affected party (and shall provide a copy of such notice to such party) within ten days thereof. The failure of either party to give the notice required by this Section shall not impair such party's rights under this Agreement except to the extent that the other party demonstrates that it has been damaged thereby. (b) Sellers shall have the responsibility for, and shall be entitled, at their expense, to contest, control, compromise, settle or appeal all proceedings with respect to Pre-Closing Taxes and Sellers's Post Closing Taxes.
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Related to Notification of Proceedings; Control

  • Notification of Proceeding Indemnitee will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any proceeding or matter which may be subject to indemnification or advancement of expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise.

  • Termination of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver, or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case the Issuer, the Company and the Trustee shall be restored to their former positions and rights hereunder, respectively, with respect to the Trust Estate, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.

  • Initiation of Proceedings If foreclosure approval has not been withheld by the Master Servicer and, where applicable, by the respective Primary Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged Property, including Co-op Shares, the Servicer shall, unless it arranges for the sale by the Borrower of the Mortgaged Property to a third party pursuant to Section 13.3.3, initiate or cause to be initiated such foreclosure actions as are authorized by law and consistent with practices in the locality where the Mortgaged Property is located, including, in the case where such Mortgaged Property includes a residential long-term lease, the succession by the Servicer to the rights of the Borrower under the lease by foreclosure, assignment in lieu of foreclosure or other comparable means. If such Mortgaged Property has been abandoned or vacated by the Borrower and the Borrower has evidenced no intention of honoring his obligations under the related Mortgage Loan, the foreclosure process shall be expedited to the fullest extent permitted by law.

  • Completion of Proceedings All corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto not previously found acceptable by Administrative Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request.

  • Control of Proceedings The Party responsible for the Tax under this Agreement shall control audits and disputes related to such Taxes (including action taken to pay, compromise or settle such Taxes). The Seller and the Buyer shall jointly control, in good faith with each other, audits and disputes relating to Straddle Periods. Reasonable out-of-pocket expenses with respect to such contests shall be borne by the Seller and the Buyer in proportion to their responsibility for such Taxes as set forth in this Agreement. Except as otherwise provided by this Agreement, the noncontrolling Party shall be afforded a reasonable opportunity to participate in such proceedings at its own expense.

  • Notice of Proceedings The Board Member shall promptly notify the Secretary of the Fund in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement of expense pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Board Member’s rights or the Fund’s obligations under this Agreement.

  • Commencement of Proceedings Any claim notified pursuant to paragraph 4.2 of this Schedule 4 shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn 9 months after the relevant time limit set out in paragraph 2 of this Schedule 4 unless, at the relevant time, legal proceedings in respect of the relevant claim have been commenced by being both issued and served except: (A) where the claim relates to a contingent liability, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by being both issued and served with 9 months of it having become an actual liability; or (B) where the claim is a claim for breach of any Warranty of which notice is given for the purposes of paragraph 4.2 of this Schedule 4 at a time when the amount set out in paragraph 1.1 of this Schedule 4 has not been exceeded, in which case it shall be deemed to have been withdrawn unless legal proceedings in respect of it have been commenced by being both issued and served within 9 months of the date of any subsequent notification to that Seller pursuant to paragraph 4.2 of this Schedule 4 of one or more claims which result(s) in the total amount claimed in all claims notified to that Seller pursuant to paragraph 4.2 of this Schedule 4 exceeding the amount set out in paragraph 1.1 of this Schedule 4 for the first time.

  • Initiation of Proceeding Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Proceeding initiated by Indemnitee against the Company or any director or officer of the Company unless (i) the Company has joined in or the Board has consented to the initiation of such Proceeding; (ii) the Proceeding is one to enforce indemnification rights under Section 5; or (iii) the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

  • Restoration of Rights on Abandonment of Proceedings In case the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Issuer and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Issuer, the Trustee and the Securityholders shall continue as though no such proceedings had been taken.

  • Direction of Proceedings and Xxxxxx of Defaults by Majority of Holders The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee may refuse to follow any direction that it determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding determined in accordance with Section 8.04 may on behalf of the Holders of all of the Notes waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Notes when due that has not been cured pursuant to the provisions of Section 6.01, (ii) a failure by the Company to pay or deliver, as the case may be, the consideration due upon conversion of the Notes or (iii) a default in respect of a covenant or provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an outstanding Note affected. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 6.09, said Default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

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