Tax Audits and Assessments Sample Clauses

Tax Audits and Assessments. No unresolved deficiencies with respect to any Tax Returns filed by any Group Member (or any other Taxes for which any Group Member may be liable) have been proposed or assessed against or with respect to any Group Member (and there is no outstanding audit, assessment, dispute or claim concerning any material Tax liability of any Group Member pending or raised), in each case by any Governmental Authority in writing to any Group Member, except with respect to matters for which adequate reserves have been established in accordance with US GAAP.
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Tax Audits and Assessments. (i) Heafxxx xxxll notify the Company Stockholders in writing upon receipt by Heafxxx xx the Surviving Corporation of notice of any pending or threatened Federal, state, local or foreign tax audits or assessments which may affect the tax liabilities of the Surviving Corporation for which the Company Stockholders would be required to indemnify Heafxxx xxx the Surviving Corporation. The Company Stockholders shall have the right to full and active participation in all aspects of, and consent (which consent shall not be unreasonably withheld taking into consideration all facts and circumstances that affect any party with respect to such tax matter or any other tax matter) to, the resolution of any such tax audit or assessment. (ii) The Company Stockholders shall notify Heafxxx xx writing upon receipt by any of the Company Stockholders of notice of any pending or threatened federal, state, local or foreign tax audits or assessments which may affect the tax liabilities of the Company or any of its Subsidiaries for which Heafxxx xxx the Surviving Corporation would be required to indemnify the Company Stockholders. Heafxxx xxxll have the right to full and active participation in all aspects of, and consent (which consent shall not be unreasonably withheld taking into consideration all facts and circumstances that affect any party with respect to such tax matter or any other tax matter) to, the resolution of any such tax audit or assessment.
Sample 1
Tax Audits and Assessments. Purchaser shall promptly notify Seller in writing upon receipt by Purchaser or any Acquired Subsidiary of written notice of any pending or threatened Tax audit or assessment of any Acquired Subsidiary for any pre-Closing Tax period or for any Straddle Period (each, a “Tax Claim”). Notwithstanding the foregoing, the failure of Purchaser to give notice under the preceding sentence shall not relieve Seller of any of its obligations hereunder unless such failure shall preclude the defense of such claim. In the case of any Tax Claim that can be contested separately from the contest of any Tax not indemnified under Section 9.2 and as to the full amount of such claim the relevant member(s) of the Purchaser Group is indemnified pursuant to such Section 9.2 (a “Severable Tax Claim”), the Seller may, in its sole discretion, direct Purchaser to either pay the Tax claimed and xxx for a refund or contest such Severable Tax Claim in any permissible forum and shall otherwise have the sole right at its sole expense to direct, control and settle any administrative or judicial proceedings relating to such Severable Tax Claim (including any competent authority proceeding); provided, however, that (i) Purchaser shall be entitled to participate at its sole expense in such administrative or judicial proceedings and (ii) to the extent any settlement of any such proceeding is reasonably expected to (A) have an adverse impact on the Purchaser or any of its subsidiaries in respect of any Tax not indemnified by Seller under Section 9.2 or (B) reduce German NOLs below Minimum German NOL as defined in Section 9.2(a) for each German Company, Seller must obtain the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of Purchaser to such settlement. In the case of any Tax Claim that is not a Severable Tax Claim, (i) if such claim is not a Severable Tax Claim because it cannot be contested separately from a claim in respect of a Tax for which the Purchaser is not indemnified under Section 9.2 (a “Related Claim”), Seller shall control the conduct of any administrative or judicial proceedings (including any competent authority proceeding) relating to the Tax Claim at its sole expense and Purchaser shall control the conduct of any Related Claim at its sole expense; provided, however, that Purchaser and Seller shall consult in good faith on the proper administrative and judicial forums in which to contest such Tax Claim and Related Claim, it being unde...
Sample 1

Related to Tax Audits and Assessments

  • UNION DUES AND ASSESSMENTS 4.01 On each regular pay date on which an employee is paid, the Board shall deduct from each employee, the ETFO dues and any dues chargeable by the Local or an equivalent amount. The amounts shall be determined by the ETFO and/or the Local in accordance with their respective constitutions and forwarded in writing to the Board at least thirty (30) days prior to the expected date of change. 4.02 The ETFO dues deducted in 4.01 shall be remitted to the General Secretary of ETFO at 0000-000 Xxxxxxxxxx Xxx., Xxxxxxx, Xxxxxxx X0X 0X0 no later than the fifteenth (15th) of the month following the date on which the deductions were made. Such remittance shall be accompanied by a list identifying the employees, their employee identification number, the number of days worked, salary for the period and the amounts deducted. This same list shall be forwarded to the President of the Occasional Teachers' Local at the same time. 4.03 Dues specified by the Local in 4.01, if any, shall be deducted and remitted to the Treasurer of the Local ETFO at the Local's current address not later than the fifteenth (15th) day of the month following the date on which the deductions were made. Such remittance shall be accompanied by a list identifying the employees, their employee identification number, the number of days worked, salary for the period and the amounts deducted. 4.04 ETFO and/or the Local, as the case may be, shall indemnify and hold the Board harmless from any claims, suits, attachments and any form of liability as a result of such deductions authorized by ETFO and/or the Local. 4.05 The Board shall provide to the Local, by October 15th each year, a letter stating the total number of days of elementary casual and long-term occasional teaching days for the previous school year. 4.06 The Statement of Remuneration (T-4 Income Tax Slip) provided each year by the Board shall indicate the amount of fees paid by each Occasional Teacher during the previous year.

  • Taxes and Assessments As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

  • Payment of Taxes and Assessments The lessee shall pay prior to delinquency all taxes and assessments accruing against the leasehold.

  • Real Estate Taxes and Assessments Subject to Section 4(c) below, Tenant shall pay all Real Estate Taxes (as hereinafter defined) levied, assessed, accruing, or imposed from and after the Commencement Date, which shall become due and payable during the Term with respect to the Property. If any such Real Estate Taxes may, at the option of the taxpayer, be paid in installments, Tenant may exercise the option to pay the same in installments; provided Tenant pays all costs and charges related to such installment payment method. All Real Estate Taxes that shall be assessed with respect to a taxable year or period beginning on or before and ending after the Commencement Date or beginning on or before and ending after the Termination Date shall be apportioned pro rata between Landlord and Tenant on a per diem basis in accordance with the respective number of days in such taxable year or period during which this Lease is in effect. “Real Estate Taxes” shall mean the ad valorem real estate taxes levied against the Property (and the improvements and fixtures located thereon), betterment assessments, special benefit taxes and special assessments levied or imposed against the Property, taxes levied or assessed on gross rentals payable by Tenant to the extent charged, assessed or imposed upon tenants in general which are based upon the rents payable under this Lease, any impact fees levied or assessed, whether or not billed by the taxing authority as a special benefit tax or a special assessment, all taxes levied or assessed on the Property that are in addition to or in lieu of taxes that are currently so assessed, and penalties and interest related to Real Estate Taxes if the applicable Real Estate Tax bills have been forwarded to Tenant in a timely manner; provided, however, that Real Estate Taxes shall not include any Excluded Taxes. “Excluded Taxes” shall mean, without limitation, Landlord’s income taxes, gift taxes, excess profit taxes, excise taxes, franchise taxes, estate, succession, inheritance and realty transfer taxes resulting from the transfer of any direct or indirect interest in the Property by Landlord unless such taxes replace Real Estate Taxes in the future (except as expressly set forth in the last sentence of this Section 4(a)), and any interest or penalty charges resulting solely from Landlord’s failure to promptly deliver the Real Estate Tax bills to Tenant if the applicable taxing authority has forwarded the tax xxxx to Landlord rather than Tenant. All special benefit taxes and special assessments shall be amortized over the longest time permitted under ordinance and Tenant’s liability for installments of such special benefit taxes and special assessments not yet due shall be paid in full prior to the expiration or termination of this Lease; provided, that the useful life of any such improvements do not extend beyond the expiration of the Term. Tenant shall also pay, directly to the applicable Governmental Authority (as hereinafter defined), any storm water charges, fees and taxes and use and occupancy tax in connection with the Property or any improvements thereon (or in the event Landlord is required by law to collect such tax, Tenant shall pay such use and occupancy tax to Landlord as Rent within thirty (30) days of written demand and Landlord shall remit any amounts so paid to Landlord to the appropriate Governmental Authority in a timely fashion) and deliver evidence of such payment to Tenant within ten (10) days of making such payment or within ten (10) days of receipt of Tenant’s request for such evidence of payment.

  • Environmental Audits and Reports As soon as practicable following receipt thereof, copies of all final environmental audits, investigations, analyses and reports of any kind or character, whether prepared by personnel of Holdings or any of its Subsidiaries or by independent consultants, Government Authorities or any other Persons, with respect to significant environmental matters at any Facility that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or with respect to any Environmental Claims that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

  • Licenses, Permits, Fees and Assessments Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

  • Taxes and Assessments; Tax Indemnity The Company shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon the Company, upon its income and profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of its properties; provided, however, that the Company in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with respect thereto.

  • REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property. (b) All income and all operating expenses from the Entire Property shall be prorated between the parties and adjusted by them as of the date of Closing. Seller shall be entitled to all income earned and shall be responsible for all expenses incurred prior to the date of Closing, and Buyer shall be entitled to its proportionate share of all income earned and shall be responsible for its proportionate share of all operating expenses of the Entire Property incurred on and after the date of closing.

  • Environmental Reports and Audits As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Holdings or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

  • Environmental Audits There are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation except for ongoing assessments conducted by or on behalf of the Corporation in the ordinary course.

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