Post-Closing Audits and Other Proceedings Sample Clauses

Post-Closing Audits and Other Proceedings. (i) Sellers, on the one hand, and Company on the other hand, each agree, at its own expense (except to the extent such expense, incurred to third parties, is subject to indemnification pursuant to Article 7), to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Speedy as is reasonably necessary or is reasonably requested for the preparation of any return for Taxes, any claim for refund or any audit, and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment. (ii) Sellers on the one hand, and the Company, on the other hand, each agree to give prompt notice to each other of any written inquiry by a Tax authority, scheduling of an examination or proposed adjustment with respect to Taxes for any period prior to the Closing Date or after the Closing Date. In addition to the foregoing, Buyer and Sellers shall cooperate with each other in the conduct of any Tax audit or other Tax proceedings involving Speedy for such periods and each may participate at its own expense; provided, however, that Sellers shall have the right to control the conduct of any such audits or proceedings to the extent such audits or proceedings relate to a proposed adjustment that could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise. The Company also may, at its own expense, be present in any such audit or proceeding and, if Sellers do not assume the defense of any such audit or proceeding, the Company may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after giving thirty (30) days’ prior written notice to Sellers setting forth the terms and conditions of settlement, provided that Sellers have not objected in writing within fifteen (15) days of receipt of such notice and assumed control of the audit. In the event that a potential adjustment is present in an audit or proceeding (otherwise controlled by Sellers) for which the Company would be liable and not entitled to indemnification hereunder, the Company shall have the right, at its expense, to control the audit or proceeding with respect to such proposed adjustment. With respect to a proposed adjustment which could adversely affect the liability of Sellers for Taxes pursuant to this Agreement or otherwise, on the one hand, and the liability of the Company f...
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Post-Closing Audits and Other Proceedings. In the case of an audit, examination or other proceeding ("Proceeding") with respect to Taxes for which Sellers may be liable pursuant to this Agreement, Buyer shall promptly inform Sellers, and Buyer shall execute or cause to be executed powers of attorney or other documents necessary to enable Sellers to take such actions desired by Sellers consistent with the terms of this Agreement with respect to such Proceeding to the extent such Proceeding may affect the amount of Taxes for which Sellers are liable pursuant to this Agreement. Sellers shall have the right to control any such Proceedings. All costs and expenses incurred in connection with any such Proceeding shall be borne by Sellers, and Buyer and the Companies shall be reimbursed by Sellers for any and all reasonable out of pocket expenses, including the costs and expenses of legal counsel and accountants, incurred by them in connection with such Proceeding. Sellers will not settle any Proceeding without first presenting to Buyer Sellers' written promise to pay the costs of settling such Proceeding and then obtaining Buyer's prior written consent. In the event that Buyer's consent is withheld, Buyer will assume the control, costs and expenses of the Proceeding. If such Proceeding is ultimately resolved by payment of an amount in excess of the amount in the original settlement proposal, Buyer will pay the amount of such excess to Sellers. If such Proceeding is ultimately resolved by payment of an amount less than the amount of the original settlement proposal (or a refund or credit in an amount greater than the original settlement proposal), Sellers will reimburse Buyer for its costs and expenses to the extent of such differences.
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Post-Closing Audits and Other Proceedings. Seller and Parent agree to give prompt notice to each other of any proposed adjustment to Taxes for periods ending on or prior to the Closing Date or any Pre-Closing Partial Period. Seller and Parent shall cooperate with each other in the conduct of any audit or other proceedings involving any Taxpayer for such periods and each may participate at its own expense, provided that Seller shall have the right to control the conduct of any such audit or proceeding only if Seller agrees that any resulting Tax is covered by the indemnity provided in Section 6.1. Notwithstanding the foregoing, Seller may not settle or otherwise resolve any such claim, suit or proceeding materially affecting the Taxpayers for a Post-Closing Partial Period or any other period subsequent to the Closing without the consent of Parent, such consent not to be unreasonably withheld or delayed.
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Post-Closing Audits and Other Proceedings. From and after ----------------------------------------- the Closing Date, Buyer shall give prompt notice to the Shareholders of any proposed adjustment to Taxes for periods that end on or prior to the Closing Date or that include the Closing Date. The parties hereto acknowledge that Target Company shall control the conduct of any audit or other proceeding involving Target Company for such periods, and shall keep the Shareholders reasonably informed of the progress thereof. The Shareholders shall cooperate with Target Company in the conduct of any audit or other proceeding and may participate at their own expense.
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Post-Closing Audits and Other Proceedings. Parent and Sellers, on the one hand, and Purchaser, on the other hand, agree to give prompt notice to each other of any proposed adjustment to Taxes for periods ending on or prior to the Closing Date or any Pre-Closing Straddle Period. Parent, Sellers and Purchaser shall cooperate with each other in the conduct of any audit or other proceedings for such periods and each may participate at its own expense, provided Parent and Sellers shall have the right to control the conduct of any such audit or proceeding for which Parent and Sellers agree that any resulting Tax is covered by the indemnity provided in Section 10.6(a). Notwithstanding the foregoing, with respect to the settlement of any such claim, suit or proceeding, if such settlement would be legally binding on the Purchaser or an Affiliate of Purchaser with respect to a subsequent period, Sellers may not settle or otherwise resolve such claim, suit or proceeding without the consent of Purchaser, such consent not to be unreasonably withheld, PROVIDED, HOWEVER, that if Purchaser withholds its consent, then Purchaser shall reimburse Sellers for (i) any professional fees and other administrative costs reasonably incurred by Sellers in connection with defending such claim on or after the date that Purchaser rejects the settlement and (ii) any interest payable by Sellers to a Taxing Authority in connection with such claim that accrues on or after the date that Purchaser rejects the settlement.
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Post-Closing Audits and Other Proceedings. ANTHEM --------------------------------------------------------- and PURCHASER agree to give prompt notice to the other of each proposed adjustment to any TAX for periods ending on or prior to the CLOSING DATE or any other PRE-CLOSING PARTIAL PERIOD. ANTHEM and PURCHASER shall cooperate with each other in the conduct of any audit or other proceedings involving any of the SUBSIDIARIES for such periods and each may participate therein at its own expense, provided that ANTHEM shall have the right to control the conduct of any such audit or proceeding for which ANTHEM agrees that any resulting TAX is covered by the indemnity provided in Section 11.02 of this AGREEMENT. Notwithstanding the foregoing, ANTHEM may not settle or otherwise resolve any such claim, suit or proceeding without the consent of PURCHASER, which consent shall not be unreasonably withheld or delayed.
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Post-Closing Audits and Other Proceedings. (i) If notice of any audit, examination, or other administrative or judicial proceeding, contest, assessment, notice of deficiency, or other adjustment or proposed adjustment relating to Taxes or any Return of the Company or any Company Subsidiary (a “Tax Contest”) shall be received by any party for which another party would or could be liable, the notified party shall notify such other party in writing of such Tax Contest. (ii) In the case of any Tax Contest concerning solely Taxes that are a direct or indirect liability of the Escrow Participants, the Stockholder Representative shall have the right, at the expense of the Escrow Participants and using the counsel and representatives of the Stockholder Representative’s choice, to represent the interests of the Company and/or any Company Subsidiary in such Tax Contest and control the conduct and resolution of such Tax Contest; provided that Parent shall have the right to participate at its own expense in any proceeding, or portion thereof, relating to the Company or any Company Subsidiary that the Stockholder Representative controls; and provided further that the Stockholder Representative shall not settle or compromise any such Tax Contest in a manner that reasonably would be expected to adversely affect Parent, the Company, or the Surviving Corporation or any of their Subsidiaries in any Tax period or portion thereof beginning after the Closing Date without Parent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Parent and the Company shall execute appropriate powers of attorney so as to allow the Stockholder Representative to control any such Tax Contest as described above. Parent shall control all other Tax Contests in accordance with Section 6.4(e) hereof.
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Post-Closing Audits and Other Proceedings. (a) Castle and Buyer agree to give prompt notice to each other of any proposed adjustment to Taxes for periods ending on or prior to the Closing Date or any period within which the Closing Date occurs. Castle and Buyer shall cooperate with each other in the conduct of any audit or other proceeding involving the Acquired Corporation for such periods and each may participate at its own expense; provided that Castle shall have the right to control the conduct of any such audit or proceeding for which Castle (i) agrees that any resulting Tax is covered by the indemnity provided in Section 6.2 above and (ii) reasonably demonstrates to Buyer its ability to make such indemnity payment. Notwithstanding the foregoing, neither party may settle or otherwise resolve any such claim, suit, or proceeding without the consent of the other party, such consent not to be unreasonably withheld; provided, however, that Buyer shall not be required to contest any proposed adjustment to, or claim for, any Tax if Buyer waives its right to any indemnity in respect to such Tax hereunder. Buyer shall promptly pay over to Castle any Tax refund received by any of the Acquired Corporation (or by Buyer or any of its Affiliates with respect to any of the Acquired Corporation) relating to any period ending on or prior to the Closing. (b) Castle shall be responsible for the preparation and filing of all state income and other Tax Returns for the Acquired Corporation for short taxable periods ending on the Closing Date in states the tax laws of which require Tax Returns for such short taxable periods.
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Post-Closing Audits and Other Proceedings. From and after the Closing Date, the Seller Representatives shall give prompt notice to Buyer, and Buyer shall give prompt notice to Seller Representatives, if any taxing authority provides the Seller Representatives, Buyer or the Company, as the case may be, with notice of an intent to audit, review or conduct any other proceeding with respect to the Taxes of the Company for any Pre-Closing Tax Period and any Straddle Period. Buyer shall control the conduct of any Tax audit or proceeding involving the Company in its sole discretion. If Buyer elects to control the conduct of any such Tax audit or proceeding, Buyer shall promptly notify Seller Representatives of such election. Notwithstanding the foregoing, Buyer shall not be required to notify the Seller Representatives pursuant to this Section 8(b) if at such time there is no remaining Tax Escrow Amount.
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Related to Post-Closing Audits and Other Proceedings

  • Litigation and Other Proceedings Except as disclosed in the SEC Documents, there are no lawsuits or proceedings pending or, to the knowledge of the Company, threatened, against the Company or any subsidiary, nor has the Company received any written or oral notice of any such action, suit, proceeding or investigation, which could reasonably be expected to have a Material Adverse Effect. Except as set forth in the SEC Documents, no judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested of any court, arbitrator or governmental agency which could result in a Material Adverse Effect.

  • Corporate and Other Proceedings All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be reasonably satisfactory in all respects to the Administrative Agent;

  • Litigation and Other Controversies There is no litigation or governmental or arbitration proceeding or labor controversy pending, nor to the knowledge of the Borrower threatened, against the Borrower or any Subsidiary or any of their Property which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Notice of Litigation and Other Matters Prompt (but in no event later than ten (10) days after an officer of the Parent obtains knowledge thereof) telephonic and written notice of: (i) the commencement of all proceedings and investigations by or before any Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving the Parent or any Subsidiary thereof or any of its properties, assets or businesses which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (ii) any violation by the Parent or any Subsidiary thereof of any Applicable Law or any notice of any violation received by the Parent or any Subsidiary thereof from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws, which in any such case could reasonably be expected to have a Material Adverse Effect; (iii) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against the Parent or any Subsidiary thereof or any contractor or any material development in any labor controversy which if adversely determined could reasonably be expected to have a Material Adverse Effect; (iv) any attachment, judgment, lien, levy or order exceeding $1,000,000 that may be assessed against the Parent or any Subsidiary thereof (to the extent such attachment, judgment, lien, levy or order is not fully covered by insurance and with respect to which the applicable insurance carrier has not acknowledged that such attachment, judgment, lien, levy or order is fully covered by insurance); (A) any Default or Event of Default or (B) any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Parent or any Subsidiary thereof is a party or by which the Parent or any Subsidiary thereof or any of their respective properties may be bound which could reasonably be expected to have a Material Adverse Effect; (A) any unfavorable determination letter from the Internal Revenue Service regarding the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (B) all notices received by the Parent or any ERISA Affiliate of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) all notices received by the Parent or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) the Parent obtaining knowledge or reason to know that the Parent or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination within the meaning of Section 4041(c) of ERISA; and (vii) any event which makes any of the representations set forth in Section 9 inaccurate in any respect.

  • Audits, Inspections, Visits and Other Duties FIIOC and FSC shall make available during regular business hours all records and other data created and maintained pursuant to this Contract for reasonable audit and inspection by the Trust, any agent or person designated by the Trust, or any regulatory agency having authority over the Trust. Upon reasonable notice by the Trust, FIIOC and FSC shall make available during regular business hours its facilities and premises employed in connection with its performance of this Contract for reasonable visits by the Trust, any agent or person designated by the Trust, or any regulatory agency having authority over the Trust. FSC shall also inform any agent or person designated by the Trust of the existence and results of any audit, inspection or visit by any regulatory agency having authority over the Trust. FSC shall help facilitate periodic reviews by the Fund’s independent auditors (e.g., SOC 1 reports). FSC shall also maintain a continuing awareness of significant emerging regulatory and legislative developments that may affect the Fund and adopt additional procedures for compliance with regulations if necessary. FSC shall consult with independent accountants, legal counsel, officers of the Fund, and the Fund Treasurer’s Office in establishing such policies.

  • Litigation and Other Notices Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of the Company obtains actual knowledge thereof: (a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto; (b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against any Loan Party or any Subsidiary as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect; (c) any other development specific to any Loan Party or any Subsidiary that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; (d) the development of any ERISA Event that, together with all other ERISA Events that have developed or occurred, would reasonably be expected to have a Material Adverse Effect; and (e) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Preparation of Tax Returns and Other Reports (a) The Securities Administrator shall prepare or cause to be prepared on behalf of the Issuing Entity, based upon information calculated in accordance with this Agreement pursuant to instructions given by the Depositor, and the Securities Administrator shall file federal tax returns, all in accordance with Article X hereof. The Securities Administrator shall prepare and file such state income tax returns and such other returns as may be required by applicable law relating to the Issuing Entity, and, if required by state law, and shall file any other documents to the extent required by applicable state tax law (to the extent such documents are in the Securities Administrator's possession). The Securities Administrator shall forward copies to the Depositor of all such returns and Form 1099 supplemental tax information and such other information within the control of the Securities Administrator as the Depositor may reasonably request in writing, and shall distribute to each Certificateholder such forms and furnish such information within the control of the Securities Administrator as are required by the Code and the REMIC Provisions to be furnished to them, and will prepare and distribute to Certificateholders Form 1099 (supplemental tax information) (or otherwise furnish information within the control of the Securities Administrator) to the extent required by applicable law. (b) The Securities Administrator shall prepare and file with the Internal Revenue Service ("IRS"), on behalf of each REMIC, an application on IRS Form SS-4 or shall obtain a Taxpayer Identification Number for each REMIC using another reasonable method. If the application is filed on Form SS-4, the Securities Administrator, upon receipt from the IRS of the Notice of Taxpayer Identification Number Assigned for each REMIC, shall promptly forward copies of such notices to the Depositor, upon request. The Securities Administrator will file an IRS Form 8811.

  • Field Examination and Other Fees Subject to any limitations set forth in Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal, and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,000 per day, per examiner, plus out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services of one or more third Persons to appraise the Collateral, or any portion thereof.

  • Corrective and Other Allocations In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply: (A) Except as provided in Section 6.1(d)(xii)(B), in the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof) with respect to any Partnership property, the General Partner shall allocate such Additional Book Basis Derivative Items (1) to (aa) the holders of Incentive Distribution Rights and (bb) the General Partner in the same manner that the Unrealized Gain or Unrealized Loss attributable to such property is allocated pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii) and (2) to all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss attributable to such property is allocated to any Unitholders pursuant to Section 5.5(d)(i) or Section 5.5(d)(ii). (B) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) hereof) as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“Disposed of Adjusted Property”), the General Partner shall allocate (1) additional items of income and gain (aa) away from the holders of Incentive Distribution Rights and the General Partner and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights and the General Partner, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. For this purpose, the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders under this Agreement (e.g., Additional Book Basis Derivative Items taken into account in computing cost of goods sold would reduce the amount of book income otherwise available for allocation among the Partners). Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations. (C) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners will equal the amount that would have been the Capital Account balance of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof. (D) In making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii).

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