Common use of Tax Assessments Clause in Contracts

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 taxing authorities as it shall deem necessary or advisable.

Appears in 2 contracts

Samples: Supplemental Executive Benefits Plan Trust Agreement (Hunt Manufacturing Co), Supplemental Executive Benefits Plan Trust Agreement (Hunt Corp)

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Tax Assessments. In the event that any income or other tax or assessment is levied upon or assessed against this the Trust or any portion thereof, or upon or against the interest, if any, or any portion thereof, or upon or against the interest, if any, of any person in this the 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 Trust, or anything done by the Trustee pursuant thereto, the ; Trustee shall immediately notify the Committee Vice-President thereof. If the Trustee receives no notice or direction from the CommitteeVice-President, 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 the 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 the 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 the Trust. In the event that the Committee Vice-President desires to contest the validity, validity in whole or in part, part of any such tax or assessment, it shall give the Trustee notice thereof, thereof and the Trusteetrustee, upon receiving reasonable indemnity (including reasonable attorneys' fees and expenses) therefor from the GrantorEmployer, shall take such steps as the Committee Vice-President directs with respect to contesting the validity, validity in whole or in part, part of any such tax or assessment. The Trustee shall further, upon receiving reasonable indemnity from the GrantorEmployer, either permit the Committee Vice-President to bring such action or proceeding in the name of the Trustee as said Committee Vice-President 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 Vice-President or prosecuted directly by the Trustee, the Committee Vice-President 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, validity in whole or in part, part of any such tax or assessment unless so directed by the CommitteeVice-President, and upon giving said Committee Vice-President 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 transfers, or distributions of, of or from, from any portion of this the Trust as provided in this Trust Agreement, the Trustee may require such releases lease or other documents from any lawful taxing authorities as it its shall deem necessary or advisable.

Appears in 1 contract

Samples: Trust Agreement (Baylake Corp)

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Tax Assessments. In (a) If, at any time, the event that any income or other tax or assessment is levied upon or assessed against this Trust Company receives from a Governmental Authority an assessment, a reassessment or any portion thereof, or upon or other notice in writing relating to an amount to which the representations and warranties relating to Taxes in this Agreement may relate and which in turn could give rise to a claim against the interestSeller under this Agreement (an “Assessment”), if anythe Purchaser shall cause the Company to deliver to the Seller as soon as practicable, but in any event within thirty (30) days of any person in this Trust or any portion thereofreceiving the Assessment, or the transfer or payment of such interest to any such person, or upon the Trustee by reason a copy of the existence of this Trust or anything done by Assessment, together with a statement setting out, to the Trustee pursuant theretoextent possible based on the information provided in the Assessment, the Trustee shall immediately notify obligations of the Committee thereofSeller, on the assumption that the Assessment is valid and binding. If at any time the Trustee Seller or Seller Parent receives no notice from a Governmental Authority an Assessment, Seller or direction from Seller Parent shall deliver to the CommitteePurchaser as soon as practicable, but in any event within thirty (30) days of receiving the Assessment, a copy of the Assessment, together with a statement setting out, to the extent possible based on the information provided in the Assessment, the Trustee obligations of the Seller, on the assumption that the Assessment is valid and binding. (b) The Seller shall have the power right, at its own expense and employing counsel of its own choice, to pay contest any Assessment. In 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 thereinevent, the Trustee Seller shall have authority to pay keep the Purchaser reasonably informed of the progress of 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 Purchaser shall have the right to select retain its own counsel acceptable but the fees and expenses of such counsel shall be at the expense of the Purchaser. Except with the consent of the Purchaser, the Seller shall not take any action or agree to any settlement with respect to any Assessment which would result in an increase in the liability of the Company or the Purchaser for any post-Closing Tax period. (c) The Purchaser undertakes to inform and to cause the Company to inform the Seller of any audit inquiries received with respect to the Trustee representations and warranties relating to Taxes in this Agreement which could give rise to a claim against the Seller under this Agreement and to provide the Seller with the sole right to make representations on behalf of the Company prior to an Assessment which relates to such representations and warranties. (d) All tax-sharing agreements or similar agreements with respect to or involving the Company shall be terminated prior to the Closing Date, and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods prior to the Closing Date. (e) After the date hereof, neither Seller nor Seller Parent will make any election with respect to Taxes which would have a material effect on the Tax liability of the Company without the written consent of Purchaser (such consent not to be unreasonably withheld). (f) Seller and Purchaser shall (i) each provide the other, and Purchaser shall cause the Company to provide Seller, with such assistance as may reasonably be requested by any of them in connection with the preparation of any Tax Return, audit, or other examination by any taxing authority or judicial or administrative proceedings relating to liability for Taxes, (ii) each retain and provide the other, and Purchaser shall cause the Company to retain and provide Seller with, any records or other information that may be relevant to such Tax Return, audit or examination, proceeding, or determination, and (iii) each provide the other with any final determination of any such audit or examination, proceeding, or determination that affects any amount required to be shown on any Tax Return of the other for any period. Without limiting the generality of the foregoing, Purchaser shall retain, and shall cause the Company to retain, and Seller shall retain, until the applicable statutes of limitations (including any extensions) have expired, copies of all Tax Returns, supporting work schedules, and other records or information that may be relevant to such returns for all tax periods or portions thereof ending before or including the Closing Date and shall not destroy or otherwise dispose of any such records without first providing the other Party with a reasonable opportunity to review and copy the same. (g) Seller shall exercise at its expense complete control over the prosecution handling, disposition, and settlement of said action any governmental inquiry, examination, or proceeding that could result in a determination with respect to Taxes due or payable by Purchaser or the Company for which Seller may be liable or against which Seller may be required to indemnify Purchaser or the Company pursuant hereto. Seller shall, however, promptly notify the Company if, in connection with any such inquiry, examination, or proceeding, any Governmental Authority proposes in writing to make any Assessment or adjustment with respect to Tax items of the Company, which Assessments or adjustments could affect the Company following the Closing Date, and shall consult with the Company with respect to any such proposed Assessment or adjustment. Purchaser shall notify Seller in writing promptly upon learning of any such inquiry, examination, or proceeding. The TrusteePurchaser shall cooperate with Seller, however, shall not be required to bring any action or proceeding to test the validityas Seller may reasonably request, in whole or in part, of any such tax inquiry, examination, or assessment unless so directed by proceeding. Neither Seller nor Purchaser shall make any amendments or adjustments to any Tax Returns for any Tax period prior to the Committee, and upon giving said Committee notice Closing Date or any other Tax Return which may affect the Tax liability of the levy Company or Tax indemnification of any Seller under this Agreement without the prior approval of the other Party (such tax or assessment, the Trustee shall approval not itself to 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 taxing authorities as it shall deem necessary or advisableunreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Ivanhoe Energy Inc)

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