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. 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
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.
Sample 1

Related to Tax Audits and Assessments

  • 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 Xxxxx is aware that all property is subject to the possibility of reassessment which may result in increased real estate taxes.

  • 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.

  • 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.

  • 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.

  • Assessments There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

  • Records, Audits and Reports At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company.

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