Tax Assessments. If any assessments or reassessments of income tax results or may result in making any representation and warranty in this Agreement inaccurate in any material respect, the party (and if more than one party, any one of them) making the representation and warranty may, at their expense, require the same to be contested in such manner and upon such basis as such party may reasonably determine. All other parties shall offer all reasonable cooperation (but without the obligation to incur expense) as may be required in connection therewith.
Tax Assessments. The following tax assessments are currently outstanding and unpaid:
Tax Assessments. Agent will inform Owner of changes in the amount of real or personal property tax assessments and assist Owner in compiling all necessary information in connection with any contest or appeal of any assessments.
Tax Assessments. There is no claim or assessment pending or, to --------------- Seller's knowledge, threatened for any alleged deficiency in Tax attributable to Seller or the affiliated, combined consolidated or unitary group of which Seller is or had been a member (the "Seller Group"), relating to the Purchased Assets, ------------ and to Seller's knowledge, there is no audit or investigation with respect to any liability of Seller or the Seller Group for Taxes.
Tax Assessments. In the event that any income or other tax or assessment is levied upon or assessed against this Trust or any portion thereof, or upon or against the interest, if any, of any person in this Trust or any portion thereof, or the transfer or payment of such interest to any such person, or upon the Trustee by reason of the existence of this Trust or anything done by the Trustee pursuant thereto, the Trustee shall immediately notify the Committee thereof. If the Trustee receives no notice or direction from the Committee, the Trustee shall have the power to pay such tax or assessment to the extent not paid by the Grantor from such portion of this Trust against which the tax or assessment has been levied; or if such tax or assessment is not applicable to any specific portion of this Trust or to the interest, if any, of any specific person therein, the Trustee shall have authority to pay such tax or assessment from this Trust. In the event that the Committee desires to contest the validity, in whole or in part, of any such tax or assessment, it shall give the Trustee notice thereof, and the Trustee, upon receiving reasonable indemnity (including reasonable attorneys' fees and expenses) therefor from the Grantor, shall take such steps as the Committee directs with respect to contesting the validity, in whole or in part, of any such tax or assessment. The Trustee shall further, upon receiving reasonable indemnity from the Grantor, either permit the Committee to bring such action or proceeding in the name of the Trustee as said Committee deems advisable to test the validity of such tax or assessment, or the Trustee itself shall bring such action. Whether the action is brought in the name of the Trustee by the Committee or prosecuted directly by the Trustee, the Committee shall have the right to select counsel acceptable to the Trustee and to control the prosecution of said action or proceeding. The Trustee, however, shall not be required to bring any action or proceeding to test the validity, in whole or in part, of any such tax or assessment unless so directed by the Committee, and upon giving said Committee notice of the levy of any such tax or assessment, the Trustee shall not itself be required to inquire into or question the validity of such tax or assessment. Prior to making any payments, transfers or distributions of, or from, any portion of this Trust as provided in this Trust Agreement, the Trustee may require such releases or other documents from any lawful ...
Tax Assessments. Participant acknowledges and agrees that he or she is solely responsible for any and all taxes that may be assessed by any taxing authority in the United States or any other jurisdiction arising out of the grant or the exercise of the Option and that the Company or any Company subsidiary is not liable for any such assessments.
Tax Assessments. The following tax assessments are currently outstanding and unpaid: None.
Tax Assessments. Sellers and Terex shall cause the tax assessment referred to on Schedule 4.11 to be paid or otherwise satisfied prior to Closing.
Tax Assessments. With respect to the tax year in which the Closing occurs, and all prior tax years, the Sellers are hereby authorized to commence, continue and control the progress of, and to make all decisions with respect to, any proceeding or proceedings, whether or not now pending, for the reduction of the assessed valuation of the Shopping Centers, and, in their sole discretion, to try or settle the same and continue any such action for the period following the Closing Date, provided, that no settlement shall include an agreement respecting the amount of taxes to be paid for the tax years commencing subsequent to the Closing Date. All net (after costs, and credits and refunds to tenants) tax refunds and credits attributable to any tax year prior to the tax year in which the Closing occurs shall belong to and be the property of the Sellers. All net tax refunds and credits attributable to any tax year subsequent to the tax year in which the Closing occurs shall belong to and be the property of the Purchaser. All net tax refunds and credits attributable to the tax year in which the Closing occurs shall, after refunding or crediting to tenants any portion of such amounts required to be refunded or credited to tenants under the Leases, be divided between the Sellers and the Purchaser in accordance with the apportionment of taxes pursuant to the provisions of this Agreement, after deducting therefrom a pro rata share of all expenses, including, without limitation, counsel fees and disbursements and consultant's fees, incurred in obtaining such refund, the allocation of such expenses to be based upon the total refund obtained in such proceeding and in any other proceeding simultaneously involved in the trial or settlement. The Purchaser agrees to cooperate with the Sellers in connection with the prosecution of any such proceedings for the tax year in which the Closing occurs and to take all reasonable steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to the Sellers, upon demand, of any relevant books and records, including receipted tax bills and canceled checks used in payment of such taxes, the execution of any and all consents or other documents, and the undertaking of any act necessary for the collection of such refund by the Sellers. The provisions of this Section 11.4 shall survive the Closing.
Tax Assessments. The Trustee shall notify the Employer with regard to any tax assessments which it receives on any income or property maintained in the Plan Assets and, unless notified to the contrary by the Employer at lease ten (10) days before the tax is due, shall pay any such assessments from the Plan Assets. If the Employer notifies the Trustee within said period that in its opinion or in the opinion of counsel such assessments are invalid or that they should be contested, then the Trustee shall take whatever action is indicated in the notice received from the Employer or counsel, including contesting the assessment or litigating any claims.
