Receipt of Change Notice Sample Clauses

Receipt of Change Notice. If any Party, or any Affiliate or Subsidiary of any Party, receives a 30-day letter, a final audit report, a statutory notice of deficiency, or similar written notice from any Taxing Authority relating to the amount of the Net Tax Benefit calculated for purposes of this Agreement, or relating to any other material tax matter that is relevant to the terms of this Agreement and the calculation of the Tax Benefit Payments that may be payable by the Corporation to the Members (a “Change Notice”), prompt written notification and a copy of the relevant Change Notice shall be delivered by the Party, or its Affiliate or Subsidiary, that received such Change Notice to each other Party.
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Receipt of Change Notice. If any Party, or any Affiliate or Subsidiary of any Party, receives a 30-day letter, a final audit report, a statutory notice of deficiency, or similar written notice from any Taxing Authority that proposes an adjustment to a tax item of a Party that would reduce the Tax Benefit Payments that may be payable by the Corporation to the Members (a “Change Notice”), prompt written notification and a copy of the relevant Change Notice shall be delivered by the Party, or its Affiliate or Subsidiary, that received such Change Notice to each of the Corporation, ACON, the Management Representative and Fundamental.
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Receipt of Change Notice. If any Party, or an affiliate of any Party, receives a 30-day letter, a final audit report, a statutory notice of deficiency, or similar written notice from any Taxing Authority relating to the Tax treatment of either the Initial Deemed Exchange, the Initial ESA Modification Payments, any Positive Theatre Access Adjustments, any Negative Theatre Access Adjustment, or any Subsequent Deemed Exchanges, or any other Tax matter relating to this Agreement (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit (or the increase in the amount of Realized Tax Detriment) with respect to a Covered Taxable Year preceding the Taxable Year in which the Change Notice is received or (ii) a reduction in the amount of any Exchange-Related Tax Benefit Payments or ESA-Related Tax Benefit Payments that either NCM Inc. or NCM LLC, respectively, would be required to pay to the Founding Members or the ESA Parties, respectively, for any Covered Taxable Years after and including the Taxable Year in which the Change Notice is received (collectively, the “Potential Reduction”), prompt written notification (and a copy of the Change Notice) shall be delivered by the Party, or its affiliate, receiving such Change Notice to each other Party to this Agreement.
Sample 1Sample 2
Receipt of Change Notice. If the Company, the Corporation, or an affiliate of either, receives a 30-day letter, a final audit report, a statutory notice of deficiency, or similar written notice from any Taxing Authority relating to the Tax treatment of an Exchange or any other Tax matter relating to this Agreement (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Realized Tax Benefit (or the increase in the amount of Realized Tax Detriment) with respect to a Taxable Year preceding the Taxable Year in which the Change Notice is received or (ii) a reduction in the amount of any Tax Benefit Payments the Corporation would be required to pay for any Taxable Years after and including the Taxable Year in which the Change Notice is received (collectively, the “Potential Reduction”), prompt written notification (and a copy of the Change Notice) shall be delivered by the Corporation to the potentially affected Members that are party to this Agreement.
Sample 1Sample 2
Receipt of Change Notice. If any Party, or an affiliate of any Party, receives a 30-day letter, a final audit report, a statutory notice of deficiency, or similar written notice from any Taxing Authority relating to the Tax treatment of either the Initial Deemed Exchange, the Initial ESA Modification Payments, any Positive Theatre Access Adjustments, any Negative Theatre Access Adjustment, or any Subsequent Deemed Exchanges, or any other Tax matter relating to this Agreement (a “Change Notice”), prompt written notification (and a copy of the Change Notice) shall be delivered by the Party, or its affiliate, receiving such Change Notice to each other Party to this Agreement.
Sample 1
Receipt of Change Notice. The Corporation shall promptly notify the Applicable Member(s) within thirty (30) calendar days in the event the Corporation receives a 30-day letter, a final audit report, a statutory notice of deficiency, or similar written notice from any Taxing Authority relating to the Tax treatment affecting the calculation of a Cumulative Net Realized Tax Benefit under Section 3.01(b) for a prior Taxable Year (a “Change Notice”), which, if sustained, would result in a reduction in the amount of Tax Benefit Payments which the Corporation would be required to pay to an Applicable Member(s) for any Taxable Years after and including the Taxable Year in which the Change of Notice is received, which notice shall include a copy of the Change Notice. For avoidance of doubt, the Company’s obligation to make Tax Benefit Payments shall not be suspended upon the delivery of a Change Notice.
Sample 1

Related to Receipt of Change Notice

  • Notice of Change of Control Each occasion that any Change of Control shall occur and such notice shall set forth in reasonable detail the particulars of each such occasion.

  • Notice of Change Grantee shall notify the Grantor if there is a change in Grantee’s legal status, federal employer identification number (FEIN), DUNS Number, UEI, XXX registration status, Related Parties, senior management or address. See 30 ILCS 708/60(a). If the change is anticipated, Grantee shall give thirty (30) days’ prior written notice to Grantor. If the change is unanticipated, Grantee shall give notice as soon as practicable thereafter. Grantor reserves the right to take any and all appropriate action as a result of such change(s).

  • Receipt of Notice For purposes of this provision, the Consultant’s receipt of the written notice of termination will be determined based on the date of actual receipt or based on Subsection 20.2 below, whichever occurs first.

  • Notice of Change in Control The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice of such Change in Control to each holder of Notes. Such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied by the certificate described in subparagraph (e) of this Section 8.8.

  • Notice of Changes If a Party makes a change in its network which it believes will materially affect the interoperability of its network with the other Party, the Party making the change shall provide at least ninety (90) days advance written notice of such change to the other Party.

  • Notice of Change in Exercise Price The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

  • Effect of Change in Control Purchase Notice Upon receipt by the Company of the Change in Control Purchase Notice specified in Section 404(b) hereof, the Holder of the Note in respect of which such Change in Control Purchase Notice was given shall (unless such Change in Control Purchase Notice is withdrawn as specified in the following two paragraphs of this Section) thereafter be entitled to receive solely the Change in Control Purchase Price with respect to such Note. Such Change in Control Purchase Price shall be paid to such Holder upon the later of (a) the first Business Day following the Change in Control Purchase Date (provided the conditions in Section 404(b) hereof have been satisfied) and (b) the time of delivery of the Note to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 902 of the Indenture by the Holder thereof in the manner required by Section 404(b) hereof. A Change in Control Purchase Notice may be withdrawn before or after delivery by the Holder to the Paying Agent at the office of the Paying Agent of the Note to which such Change in Control Purchase Notice relates, by means of a written notice of withdrawal delivered by the Holder to the Paying Agent at the office of the Paying Agent or to the office or agency referred to in Section 902 of the Indenture to which the related Change in Control Purchase Notice was delivered at any time prior to the close of business on the Change in Control Purchase Date specifying, as applicable:

  • Receipt of Copy Mortgagor acknowledges that it has received a true copy of this Mortgage.

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